Redemption Agreement Sample Contracts

Janel World Trade – Redemption Agreement (September 28th, 2018)

THIS REDEMPTION AGREEMENT (the "Agreement") is entered into as of the 24th day of September, 2018, by and between Janel Corporation, a Nevada corporation ("Janel"), and the undersigned holders (each, a "Series A Holder", and collectively, the "Series A Holders") of all of the issued and outstanding shares of Janel's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Shares").

Unimin Corp – Redemption Agreement (June 6th, 2018)

This REDEMPTION AGREEMENT (this Agreement) dated as of May 31, 2018 by and between UNIMIN CORPORATION, a Delaware corporation (Unimin), and SCR-SIBELCO NV, a company incorporated under the laws of Belgium (Sibelco). Unimin and Sibelco are each referred to herein individually as a party and collectively as the parties.

Unimin Corp – Redemption Agreement (June 6th, 2018)

This REDEMPTION AGREEMENT (this Agreement) dated as of May 29, 2018, by and between UNIMIN CORPORATION, a Delaware corporation (Unimin), and SCR-SIBELCO NV, a company incorporated under the laws of Belgium (Sibelco). Unimin and Sibelco are each referred to herein individually as a party and collectively as the parties. Reference is made herein to that certain agreement and plan of merger, dated as of December 11, 2017 (the Merger Agreement) by and among Sibelco, Unimin, Bison Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Unimin, Bison Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent, and Fairmount Santrol Holdings Inc., a Delaware corporation. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Merger Agreement.

Willis Lease Finance Corporation – Redemption Agreement (May 10th, 2018)

THIS REDEMPTION AGREEMENT (this "Agreement"), dated as of March 29, 2018, by and between Willis Lease Finance Corporation, a Delaware Corporation (the "Company") and M3 Partners, LP, a Delaware Limited Partnership (the "Seller").

Newmarkt Corp. – Redemption Agreement (April 19th, 2018)

THIS REDEMPTION AGREEMENT (the "Agreement") is made and entered into effective April 13, 2018, by and among Newmarkt Corp., a Nevada corporation ("NWKT"), and Denis Razvodovskij, an individual (the "Shareholder").

Manning & Napier Inc. – Redemption Agreement (April 2nd, 2018)

REDEMPTION AGREEMENT (this Agreement), dated as of the 30th day of March, 2018, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (Group Holdings), and Manning & Napier Group, LLC, a Delaware Limited Liability Company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the Company).

Manning & Napier Inc. – Redemption Agreement (April 2nd, 2018)

REDEMPTION AGREEMENT (this Agreement), dated as of the 30th day of March, 2018, by and between Manning & Napier Capital Company, L.L.C., a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (MNCC), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the Group).

REDEMPTION AGREEMENT Dated as of January 31, 2018 by and Among Fuji Xerox Co., Ltd., FUJIFILM Holdings Corporation, and Xerox Corporation (February 5th, 2018)

This REDEMPTION AGREEMENT (this Agreement), dated as of January 31, 2018, is entered into by and between Fuji Xerox Co., Ltd., a Japanese company (FX), FUJIFILM Holdings Corporation, a Japanese company (FH), and Xerox Corporation, a New York corporation (XC). Capitalized terms used but not defined herein have the meanings ascribed thereto in Schedule 1.

OM Asset Management plc – REDEMPTION AGREEMENT by and Among OMAM (HFL) INC., a Delaware Corporation, HEITMAN LLC, a Delaware Limited Liability Company, And, for the Limited Purposes Set Forth Herein, OMAM INC., a Delaware Corporation (November 17th, 2017)

THIS REDEMPTION AGREEMENT (this "Agreement") is dated as of November 17, 2017 by and among OMAM (HFL) INC., a Delaware corporation ("Seller"), HEITMAN LLC, a Delaware limited liability company ("Company"), and, for the limited purposes set forth herein, OMAM Inc., a Delaware corporation ("Seller's Parent").

Glowpoint Inc – REDEMPTION AGREEMENT July 27, 2017 (August 1st, 2017)

This Redemption Agreement (this "Agreement") is entered into by and among Glowpoint, Inc., a Delaware corporation (the "Company"), Main Street Equity Interests, Inc., a Delaware corporation ("MSEI"), Main Street Mezzanine Fund, LP, a Delaware limited partnership ("MSMF"), and Main Street Capital II, LP, a Delaware limited partnership ("MSC," and together with MSEI and MSMF, the "Main Street Parties"). The Main Street Parties are subsidiaries of Main Street Capital Corporation ("MSCC").

Globaloptions Group – REDEMPTION AGREEMENT (Walker Innovation) (June 6th, 2017)

THIS REDEMPTION AGREEMENT (this "Agreement"), dated June 2, 2017, is entered into by and between THE UPSIDE COMMERCE GROUP, LLC, a Delaware limited liability company (the "Company"), and Walker Innovation Inc., a Delaware corporation (the "Member"). The Company and the Member are each referred to herein individually as a "Party" and collectively as the "Parties". Capitalized terms used but not defined herein shall have the meanings provided thereto in the Second Amended and Restated Agreement of Limited Liability Company, as amended by Amendment No. 1, dated July 20, 2016 and Amendment No. 2, dated November 9, 2016 (as amended, the "Operating Agreement").

Redemption Agreement (April 25th, 2017)

This REDEMPTION AGREEMENT (this "Agreement") effective as of the 20th day of April, 2017 (the "Closing Date") is made by and between INTERSECTIONS INC., a Delaware corporation ("INTX") and PEAK6 Capital Management LLC, a Delaware limited liability company ("PEAK6").

Manning & Napier Inc. – Redemption Agreement (April 4th, 2017)

REDEMPTION AGREEMENT (this Agreement), dated as of the 31st day of March, 2017, by and between Manning & Napier Capital Company, LLC, a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (MNCC), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the Group).

Manning & Napier Inc. – Redemption Agreement (April 4th, 2017)

REDEMPTION AGREEMENT (this Agreement), dated as of the 31st day of March, 2017, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (Group Holdings), and Manning & Napier Group, LLC, a Delaware Limited Liability Company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the Company).

Note Redemption Agreement (March 3rd, 2017)

This Note Redemption Agreement (the "Agreement") dated as of March 3, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties" and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.

Note Redemption Agreement (March 2nd, 2017)

This Note Redemption Agreement (the "Agreement") dated as of February 16, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties" and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.

Note Redemption Agreement (February 17th, 2017)

This Note Redemption Agreement (the "Agreement") dated as of February 16, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties" and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.

Note Redemption Agreement (February 16th, 2017)

This Note Redemption Agreement (the "Agreement") dated as of February 16, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties" and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.

Note Redemption Agreement (February 10th, 2017)

This Note Redemption Agreement (the "Agreement") dated as of February 9, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties" and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.

U.S. Auto Parts Network – Redemption Agreement (January 30th, 2017)

This Redemption Agreement (this "Agreement") is entered into as of January 26, 2017 (the "Effective Date"), by and among AutoMD, Inc., a Delaware corporation ("AutoMD"), with an address of 16941 Keegan Avenue, Carson, California 90746, Federal-Mogul Motorparts Corporation, a Delaware corporation ("Fed-Mogul MP"), with an address of 26555 Northwestern Highway, Southfield, Michigan 48033, and Muzzy-Lyon Auto Parts, Inc., a Delaware corporation ("Muzzy-Lyon"), with an address of 26555 Northwestern Highway, Southfield, Michigan 48033. AutoMD, Fed-Mogul MP, and Muzzy-Lyon shall collectively be referred to herein as the "Parties", and each may be referred to herein as a "Party".

U.S. Auto Parts Network – Redemption Agreement (January 30th, 2017)

This Redemption Agreement (this "Agreement") is entered into as of January 26, 2017 (the "Effective Date"), by and between AutoMD, Inc., a Delaware corporation ("AutoMD"), with an address of 16941 Keegan Avenue, Carson, California 90746, and Manheim Investments, Inc., a Delaware corporation ("Seller"), with an address of 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. AutoMD and Seller shall together be referred to herein as the "Parties", and each may be referred to herein as a "Party".

Strategic Gaming Investments – Quest Solution, Inc. Redemption Agreement (December 6th, 2016)

THIS REDEMPTION AGREEMENT (this "Agreement") is entered into as of the ___ day of November, 2016 (the "Signing Date"), by and between Quest Solution, Inc., a company organized and existing under the laws of the state of Delaware ("QSI"), and Mr. Danis Kurdi and 3587967 Canada, Inc. (collectively, "Seller").

Global Indemnity – DATED NOVEMBER 7, 2016 GLOBAL INDEMNITY LIMITED and GLOBAL INDEMNITY PUBLIC LIMITED COMPANY and THE PARTIES LISTED AT ANNEX a HERETO AMENDED AND RESTATED ADDITIONAL REDEMPTION AGREEMENT (November 7th, 2016)
Redemption Agreement (October 28th, 2016)

This REDEMPTION AGREEMENT (this "Agreement") is made and entered into as of the 30th day of August, 2016, by and among Southern Diversified Timber, LLC, a Delaware limited liability company (the "Company"), Plum Creek Timber Operations I, L.L.C., a Delaware limited liability company ("PC Member"), TCG Member, LLC, a Delaware limited liability company ("TCG Member") and the other parties listed on the signature pages hereto. Capitalized terms used, but not defined, herein have the meaning specified in the Second Amended and Restated Limited Liability Company Agreement of Southern Diversified Timber, LLC, effective October 1, 2008, as amended from time to time (the "LLC Agreement").

Manning & Napier Inc. – Redemption Agreement (May 2nd, 2016)

REDEMPTION AGREEMENT (this "Agreement"), dated as of the 27th day of April, 2016, by and between Manning & Napier Capital Company, LLC, a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 ("MNCC"), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the "Group").

Manning & Napier Inc. – Redemption Agreement (May 2nd, 2016)

REDEMPTION AGREEMENT (this "Agreement"), dated as of the 27th day of April, 2016, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 ("Group Holdings"), and Manning & Napier Group, LLC, a Delaware Limited Liability Company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the "Company").

Community First Inc – Redemption Agreement (March 9th, 2016)

THIS REDEMPTION AGREEMENT (this "Agreement"), is made and entered into as of November__, 2015 by and between Community First, Inc., a Tennessee corporation (the "Company") and ___________________________, a ___________ [organized/formed/incorporated] under the laws of ________ (the "Redeemed Stockholder"). The Company and the Redeemed Stockholder are sometimes referred to hereinafter each as a "Party" and collectively as the "Parties."

Community First Inc – Redemption Agreement (March 9th, 2016)

THIS REDEMPTION AGREEMENT (this "Agreement"), is made and entered into as of November__, 2015 by and between Community First, Inc., a Tennessee corporation (the "Company") and ___________________________, a ___________ [organized/formed/incorporated] under the laws of ________ (the "Redeemed Stockholder"). The Company and the Redeemed Stockholder are sometimes referred to hereinafter each as a "Party" and collectively as the "Parties."

P & F Industries, Inc. – STOCK PURCHASE and REDEMPTION AGREEMENT (February 17th, 2016)

Article I Definitions 1 Article II Purchase and Sale 13 Section 2.01 Basic Transaction 13 Section 2.02 Closing Payments 13 Section 2.03 Purchase Price Adjustment 13 Section 2.04 Adjustments to Purchase Price 15 Section 2.05 Payment of Purchase Price Adjustment 16 Section 2.06 Withholding Rights 17 Section 2.07 Closing 17 Section 2.08 Closing Deliveries 17 Article III Representations and Warranties of Seller 19 Section 3.01 Organization and Authority of Seller 19 Section 3.02 Organization, Authority and Qualification of the Company 19 Section 3.03 Capitalization 20

Strategic Gaming Investments – Stock Redemption Agreement (November 10th, 2015)

This Stock Redemption Agreement ("Agreement") is effective as of October 1, 2015 (the "Effective Date") between Quest Solution, Inc., a Delaware corporation (the "Company"), and Jason Griffith, an individual ("Stockholder").

Global Indemnity – DATED October 29, 2015 GLOBAL INDEMNITY PUBLIC LIMITED COMPANY and THE PARTIES LISTED AT ANNEX a HERETO REDEMPTION AGREEMENT (October 29th, 2015)
SoulCycle Inc. – Redemption Agreement (July 30th, 2015)

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

SoulCycle Inc. – Redemption Agreement (June 23rd, 2015)

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

Manning & Napier Inc. – Redemption Agreement (March 30th, 2015)

REDEMPTION AGREEMENT (this Agreement), dated as of the 31st day of March, 2015, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (Group Holdings), and Manning & Napier Group, LLC, a Delaware Limited Liability Company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the Company).

Manning & Napier Inc. – Redemption Agreement (March 30th, 2015)

REDEMPTION AGREEMENT (this Agreement), dated as of the 31st day of March, 2015, by and between Manning & Napier Capital Company, LLC, a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (MNCC), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the Group).