Nomination and Cooperation Agreement Sample Contracts

NOMINATION AND COOPERATION AGREEMENT
Nomination and Cooperation Agreement • April 18th, 2022 • Sherborne Investors LP • Security brokers, dealers & flotation companies

This Nomination and Cooperation Agreement (this “Agreement”), dated April 14, 2022 (the “Effective Date”), is by and among Navient Corporation, a Delaware corporation (the “Company”), Mr. Edward J. Bramson (the “Sherborne Designee”), Sherborne Investors Management LP and Newbury Investors LLC (together with Sherborne Investors Management LP and the Sherborne Designee, “Sherborne,” and together with the Company, the “Parties,” and each a “Party”).

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NOMINATION AND COOPERATION AGREEMENT
Nomination and Cooperation Agreement • September 28th, 2022 • Cracker Barrel Old Country Store, Inc • Retail-eating places

This Nomination and Cooperation Agreement (this “Agreement”), dated September 28, 2022 (the “Effective Date”), is by and among Cracker Barrel Old Country Store, Inc, a Tennessee corporation (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, “Biglari,” and together with their respective Affiliates (as such term is defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), collectively, the “Biglari Group” and individually, a “member” of the Biglari Group). Biglari and the Company are referred to herein as the “Parties,” and each is referred to herein as a “Party”.

NOMINATION AND COOPERATION AGREEMENT This Nomination and Cooperation Agreement (the “Agreement”), dated August 11, 2020 (the “Effective Date”), is by and among LKQ Corporation (the “Company”) and the persons and entities listed on Schedule A...
Nomination and Cooperation Agreement • August 14th, 2020 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies

WHEREAS, the ValueAct Group currently beneficially owns 21,547,746 shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”); and

NOMINATION AND COOPERATION AGREEMENT
Nomination and Cooperation Agreement • February 27th, 2023 • Veris Residential, L.P. • Real estate investment trusts

This Nomination and Cooperation Agreement (this “Agreement”), dated February 26, 2023 (the “Effective Date”), is by and among Veris Residential, Inc. (the “Company”) and those persons and entities listed as signatories to this Agreement (excluding the Company) (collectively, the “MIR Group,” and, individually, a “member” of the MIR Group, and, together with the Company, the “Parties,” and, each, a “Party”).

AMENDMENT NO. 1 TO NOMINATION AND COOPERATION AGREEMENT
Nomination and Cooperation Agreement • December 15th, 2023 • Sherborne Investors Management LP • Security brokers, dealers & flotation companies

This Amendment No. 1, dated as of December 14, 2023 (this “Amendment”), to the Nomination and Cooperation Agreement, dated as of April 14, 2022 (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Cooperation Agreement”), is by and among Navient Corporation, a Delaware corporation (the “Company”), Mr. Edward J. Bramson (the “Sherborne Designee”), Sherborne Investors Management LP and Newbury Investors LLC (together with Sherborne Investors Management LP and the Sherborne Designee, “Sherborne”).

AMENDMENT NO. 1 TO NOMINATION AND COOPERATION AGREEMENT
Nomination and Cooperation Agreement • December 15th, 2023 • Navient Corp • Security brokers, dealers & flotation companies

This Amendment No. 1, dated as of December 14, 2023 (this “Amendment”), to the Nomination and Cooperation Agreement, dated as of April 14, 2022 (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Cooperation Agreement”), is by and among Navient Corporation, a Delaware corporation (the “Company”), Mr. Edward J. Bramson (the “Sherborne Designee”), Sherborne Investors Management LP and Newbury Investors LLC (together with Sherborne Investors Management LP and the Sherborne Designee, “Sherborne”).

NOMINATION AND COOPERATION AGREEMENT
Nomination and Cooperation Agreement • January 27th, 2023 • Salesforce, Inc. • Services-prepackaged software

This Nomination and Cooperation Agreement (the “Agreement”), dated January 27, 2023 (the “Effective Date”), is by and between Salesforce, Inc. (the “Company”) and ValueAct Capital Management L.P. on behalf of itself and its Affiliates, the funds it advises and the persons and entities listed on Schedule A (collectively, “ValueAct,” and, individually, a “member” of ValueAct, and, together with the Company, the “Parties,” and, each, a “Party”).

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