Participation Agreement Sample Contracts

Share Cite Term
Link

Embed (HTML)
Loan Origination and Participation Agreement (July 14th, 2017)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Second Amendment") is made and entered into as of this 22nd day of March, 2016, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Third Amendment") is made and entered into as of this 20th day of May, 2016, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Fourth Amendment") is made and entered into as of this 7th day of April, 2017, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Dorchester Minerals L.P. – Participation Agreement (July 5th, 2017)

THIS CONTRIBUTION, EXCHANGE AND PURCHASE AGREEMENT (Agreement) is executed as of June 28, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the Partnership), and DSD Royalty, LLC, a Texas limited liability company (the Contributor).

Participation Agreement (June 22nd, 2017)

This PARTICIPATION AGREEMENT (this "Agreement"), effective as of June 16, 2017 (the "Effective Date"), is between CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P., a Delaware limited partnership, as administrative agent and collateral agent (in such capacity, the "Administrative Agent"), the Lenders (as hereinafter defined), WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, a Delaware limited partnership ("SCV I"), WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., a Delaware limited partnership ("SCV") and WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., a Cayman Islands company ("SCVOF"; each of SCV I, SCV and SCVOF, a "Participant" and collectively, the "Participants").

Participation Agreement to the Severance and Change in Control Plan (June 6th, 2017)

This Participation Agreement by and between [ ] (the Executive) incorporates by reference and is governed by the Severance and Change in Control Plan and DexCom, Inc., a Delaware corporation (the Company). The Executive hereby consents to the terms and conditions of the Severance and Change in Control Plan and the following additional terms.

Imperial Holdings – Exchange Participation Agreement (May 15th, 2017)

This Exchange Participation Agreement, dated as of April 7, 2017 (this "Agreement"), is by and among Emergent Capital, Inc., a Florida corporation ("Emergent"), and the holders of Senior Notes (as such term is defined below) party to this Agreement (the "Consenting Senior Note Holders"). Capitalized terms used but not defined herein shall have the meanings specified in the Indenture (defined below).

Energy Focus, Inc. – Energy Focus, Inc. Change in Control Benefit Plan Participation Agreement (May 4th, 2017)
HomeTown Bankshares Corp – Hometown Bank Participation Agreement (March 30th, 2017)

THIS AGREEMENT is entered into by and between the undersigned Vance W. Adkins (the "Participant") and HomeTown Bank (the "Plan Sponsor"). The Plan Sponsor and Participant hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that Participant shall become a Participant in the Supplemental Executive Retirement Plan (the "Plan") with an effective date of October 1, 2013 and as the same may hereafter be modified or amended. The Participant does hereby acknowledge that he has been provided with a copy of the Plan as currently in effect and agrees to the terms and conditions thereof. In consideration of his designation as a Participant, the undersigned hereby agrees to the following terms and conditions:

Sentio Healthcare Properties Inc – Participation Agreement (March 17th, 2017)

This Participation Agreement (the "Agreement"), dated as of August 31, 2016 (the "Effective Date"), is made by and among RED CAPITAL PARTNERS, LLC, an Ohio limited liability company ("RCP"), SENTIO GEORGETOWN, LLC, a Delaware limited liability company ("Sentio"), and SENTIO GEORGETOWN TRS, LLC, a Delaware limited liability company ("Sentio TRS").

PARTICIPATION AGREEMENT Dated as of March 3, 2017 Among OLD SAW MILL HOLDINGS LLC, as Lessee, BA LEASING BSC, LLC, as Lessor, BANK OF AMERICA, N.A., Not in Its Individual Capacity, Except as Expressly Stated Herein, but Solely as Administrative Agent, (March 9th, 2017)

THIS PARTICIPATION AGREEMENT (this Participation Agreement), dated as of March 3, 2017, is entered into by and among OLD SAW MILL HOLDINGS LLC, a New York limited liability company, as Lessee (together with its successors and permitted assigns, in its capacity as Lessee, the Lessee); BA LEASING BSC, LLC, a Delaware limited liability company, as Lessor (together with its successors and permitted assigns, in its capacity as Lessor, the Lessor); BANK OF AMERICA, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent (together with its successors and permitted assigns, in its capacity as Administrative Agent, the Administrative Agent), and the financial institutions listed on Schedule II hereto as Lenders (together with their permitted successors and assigns, each as a Lender under the Loan Agreement, a Lender, and collectively, the Lenders).

Amended and Restated Change of Control and Involuntary Termination Protection Policy Participation Agreement (February 27th, 2017)

This Amended and Restated Participation Agreement (this "Agreement") is made and entered into as of November 21, 2016 by and between Anthony Noto on the one hand, and Twitter, Inc. (the "Company") on the other. This Agreement shall amend and supersede that certain Change of Control Severance Policy Participation Agreement (and the Policy governing that agreement) by and between Mr. Noto and the Company, dated June 30, 2014.

Schedule a Participation Agreement Schedule B Election Notice Schedule C Redemption Notice Special Appendix Special Provisions Applicable to Directors Subject to Section 409A of the United States Internal Revenue Code (February 27th, 2017)
Mge Energy Inc. – Participation Agreement (February 24th, 2017)

The Company has designated the undersigned employee as a Participant in the above Plan. In consideration of his or her designation as a Participant, the undersigned employee hereby agrees and acknowledges as follows:

Siclone Industries – Next Generation ACO Model Participation Agreement (January 20th, 2017)

I. Agreement Term and Renewal 6 II. Definitions 7 III. ACO Composition 12 A. ACO Legal Entity 12 B. ACO Governance 12 1. General 12 2. Composition and Control of the Governing Body 13 3. Conflict of Interest 14 C. ACO Leadership and Management 14 D. ACO Financial Arrangements 14 IV. Next Generation Participants and Preferred Providers 17 A. General 17 B. Initial Next Generation Participant List 17 C. Initial Preferred Provider List 18 D. Updating Lists During the Performance Year 19

DE Acquisition 6, Inc. – Participation Agreement (January 18th, 2017)

FISION Corporation, a Delaware corporation, (the "Company") is offering for its own account a total of Six Million (6,000,000) shares of its common stock ("Common Stock") in a public offering as more particularly described in the Prospectus of the Company enclosed herewith (the "Prospectus"). These common shares are being offered at $0.50 per share on a "best-efforts" basis both through officers and directors of the Company as well as through selected registered broker-dealers who are members of the Financial Industry Regulatory Authority ("FINRA"). This offering has been filed with the Securities and Exchange Commission ("SEC") pursuant to a Registration Statement on Form S-1 under File No. 333-214341.

Executive Officers of the Scotts Miracle-Gro Company Who Are Parties to Form of Tier 1 Participation Agreement Under the Scotts Company LLC Executive Severance Plan (November 28th, 2016)
Hill International, Inc. 2016 Executive Retention Plan Retention Plan Participation Agreement (November 9th, 2016)

THIS RETENTION PLAN PARTICIPATION AGREEMENT (the Agreement) made as of this day of , , by and between Hill International, Inc. (the Company) and (the Participant), sets forth the terms of the Participants Severance Benefit as provided under the Hill International, Inc. 2016 Executive Retention (the Plan). For the purpose of this Agreement, all capitalized terms in this Agreement shall have the definition ascribed to them in the Plan.

Participation Agreement (November 3rd, 2016)

As a condition to, and in consideration of, your participation in the Federal Agricultural Mortgage Corporation Amended and Restated Executive Officer Severance Plan (effective as of November 3, 2016) (the "Plan"), you hereby agree to the following:

Schweitzer-Mauduit International, Inc. – Schweitzer-Mauduit International, Inc. 2016 Executive Severance Plan Participation Agreement (November 2nd, 2016)

This Participation Agreement ("Agreement") is between Schweitzer-Mauduit International, Inc. (the "Company") and [INSERT NAME] (the "Participant").

Amendment to Executive Participation Agreement (November 2nd, 2016)

WHEREAS, Dynegy Inc. (the "Company") sponsors the Dynegy Inc. Severance Pay Plan, as amended and restated effective October 28, 2015 (the "Plan") to provide severance benefits to its employees; and

CION Investment Corp – Master Participation Agreement Transaction Specific Terms (September 1st, 2016)

THIS MASTER PARTICIPATION AGREEMENT is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Participation in the Loans, the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and agreements set forth in the LSTA Standard Terms and Conditions for Participations for Par/Near Par Trades, published as of April 24, 2014 (the "Standard Terms") and attached hereto as Schedule II. The Standard Terms are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through I below (the "Transaction Specific Terms"). The Standard Terms and the Transaction Specific Terms together constitute a single integrated Participation Agreement for each trade set forth on Schedule I, and the Agreement with respect to eac

Participation Agreement for Mexico Relating to Distribution Agreement Between (August 29th, 2016)

SYMBOL TECHNOLOGIES, LLC. (formerly known as Symbol Technologies, Inc.), a corporation formed under Delaware law with an office at One Zebra Plaza Holtsville, NY 11742 ("Symbol");

Re: Participation Agreement - Cobalt International Energy, Inc. Executive Severance and Change in Control Benefit Plan (August 2nd, 2016)

We are pleased to inform you that you have been designated as eligible to participate in the Cobalt International Energy, Inc. Executive Severance and Change in Control Benefit Plan (as it may be amended from time to time, the "Plan"), as a Tier [1/2/3] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.

EXCO Resources, Inc. – Amended and Restated Participation Agreement by and Among Admiral a Holding L.P., Te Admiral a Holding L.P., Colt Admiral a Holding L.P. And Exco Operating Company, Lp Dated July 25, 2016 (July 27th, 2016)

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT is made and entered into this 25th day of July, 2016 (the Execution Date), by and between Admiral A Holding L.P., a Delaware limited partnership (Admiral A), TE Admiral A Holding L.P., a Delaware limited partnership (Admiral TE), Colt Admiral A Holding L.P., a Delaware limited partnership (Admiral Colt), and EXCO Operating Company, LP, a Delaware limited partnership (EXCO). Capitalized terms used herein that are not defined in the other provisions of this Agreement have the respective meanings set forth in Article 1. EXCO, Admiral A, Admiral TE and Admiral Colt, may be referred to herein collectively as the Parties or individually as a Party.

Participation Agreement (Msn 6698) (May 26th, 2016)

This PARTICIPATION AGREEMENT (MSN 6698) ("Agreement"), dated as of July 29, 2015, is made by and among LATAM AIRLINES GROUP S.A., a corporation organized under the laws of the Chile (together with its successors and permitted assigns, "LATAM" or the "Lessee"), PARINA LEASING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (together with its successors and permitted assigns, the "Owner"), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, "WTC"), not in its individual capacity except as otherwise expressly provided in any of the Financing Agreements or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and t

Agreement, You Acknowledge That the Company Does Not Intend to Grant Any Awards Under the EC DAIP for 2H FY 2016, and You Waive Any Rights You May Have Had to Receive Such EC DAIP Awards. Administration. The Plan and This Participation Agreement Shall Be Administered by the Committee, as Such Term Is Defined in the Plan. All Calculations and Determinations Made by the Committee With Respect to This Participation Agreement and Your Quarterly Performance Incentive Opportunity Will Be Final and Binding on You and the Company. In the Event of a Conflict Between the Terms of This Participation Agre (May 19th, 2016)
Atlantic Coast Federal Corp. – Mep Participation Agreement for Participating Employers (March 16th, 2016)
Pennymac Financial Services In – AMENDED AND RESTATED MASTER SPREAD PARTICIPATION AGREEMENT Dated as of November 10, 2015 by and Among PENNYMAC LOAN SERVICES, LLC And (March 10th, 2016)

THIS MASTER SPREAD PARTICIPATION AGREEMENT, dated as of November 10, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is by and between PENNYMAC LOAN SERVICES, LLC ("Company") and PENNYMAC LOAN SERVICES, LLC (the "Initial Participant").

Oncobiologics, Inc. – Joint Participation Agreement by and Between Oncobiologics, Inc. And Zhejiang Huahai Pharmaceutical Co., Ltd. Effective as of May 6 , 2013 (January 15th, 2016)

This Joint Participation Agreement is made effective as of May 6 , 2013 (the "Effective Date") by and between Oncobiologics, Inc., a corporation organized under the laws of the State of New Jersey, U.S. having its place of business at 7 Clarke Drive, Cranbury NJ 08512 ("Oncobiologics"), and Zhejiang Huahai Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the People's Republic of China having its place of business at Xunqiao, Linhai City, Zhejiang Province, PRC 317024 ("Huahai"). Oncobiologics and Huahai may be referred to herein as a "Party" or, collectively, as "Parties."

Separate Account B Of Ing Usa Annuity Life Insurance Co – Fund Participation Agreement (December 7th, 2015)

THIS AGREEMENT is made and entered into as of this13th day of May, 2015, by and between Voya Insurance and Annuity Company, Voya Retirement Insurance and Annuity Company (the "Company), Directed Services, LLC (the Company Distributor), Eaton Vance Variable Trust (the "Trust"), a Massachusetts business trust, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a "Fund" and collectively, the "Funds"),and Eaton Vance Distributors, Inc. (the "Distributor").

Tbc Global News – Artist Participation Agreement (December 4th, 2015)

This Agreement dated as of July 28, 2015, by and between Marcus Cooper (Artist's Legal Name), p/k/a Pleasure P (Artist's Pseudonym), with an address of ________________________ (the "Artist"), and Play Celebrity Games, Inc, with address of 10316 Feldfarm Lane, Suite 300, Charlotte, NC 28210 (the "Company"), and Stimulating Software, LLC d/b/a/ Celebrity Games Software, with address of 154 Gull Aire Blvd, Oldsmar, FL 34677 (the "Developer"); sometimes referenced together as the "parties", or independently a "party", to this "Agreement".

Tbc Global News – Blanket Marketing and Artist Participation Agreement (December 4th, 2015)

Agreement dated as of April 30, 2015 by and between TopFan ("Lender") with address of 8547 East Araphoe Road, Suite J329, Greenwood Village, CO 80111, and Celebrity Games Corp. and it's assigns, with address of 7810 Ballantyne Commons Parkway Suite 210 Charlotte, NC 28277 (hereinafter "Games"), and Celebrity Games Software, LLC and it's assigns with address of 154 Gull Aire Blvd, Oldsmar, FL 34677.

Executive Officers of the Scotts Miracle-Gro Company Who Are Parties to Form of Tier 1 Participation Agreement Under the Scotts Company LLC Executive Severance Plan (November 24th, 2015)
Organovo Holdings, Inc. – Participation Agreement (November 9th, 2015)

This Participation Agreement ("Participation Agreement") is entered into effective as of November 4, 2015, by and between ___________ (the "Participant") and Organovo Holdings, Inc. (the "Company") pursuant to the Organovo Holdings, Inc., Severance and Change of Control Plan (the "Plan"). All capitalized terms used in this Participation Agreement not otherwise defined herein shall have the meanings set forth in Section 1 of the Plan, except as otherwise specified.