sc-13d Sample Contracts

Orbimed Advisors LLCJOINT FILING AGREEMENT (February 23rd, 2021)

The undersigned hereby agree that the Statement on Schedule 13D, dated January 21, 2021, with respect to the common stock of Terns Pharmaceuticals, Inc, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Esopus Creek Value Series Fund Lp - Series AJOINT FILING AGREEMENT (February 23rd, 2021)

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common stock, par value $0.0001 per share, of SIGA Technologies, Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Macellum Advisors GP, LLCJOINT FILING AND SOLICITATION AGREEMENT (February 22nd, 2021)

WHEREAS, this Joint Filing and Solicitation Agreement (the “Agreement”) amends and restates the Group Agreement dated as of October 23, 2020, as amended by the Joinder Agreement dated as of January 11, 2021, entered into by certain of the parties hereto, pursuant to which the parties named therein formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of working together to enhance shareholder value at Kohl’s Corporation, a Wisconsin corporation (the “Company”) including (i) soliciting proxies for the election of the persons to be nominated by the Group (as defined in the Agreement) to the Board of Directors at the 2021 annual meeting of shareholders of the Company, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

Orbimed Advisors LLCJOINT FILING AGREEMENT (February 22nd, 2021)

The undersigned hereby agree that the Statement on Schedule 13D, dated February 22, 2021, with respect to the common shares of Gemini Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Chu ChinhContract (February 22nd, 2021)

This letter agreement is being delivered to you to memorialize the agreement between CC NB Sponsor 1 Holdings LLC (“CC”) and Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”) with respect to the interests held by CC and NBOKS in CC Neuberger Principal Holdings I Sponsor LLC (the “Sponsor”) and the Sponsor’s rights with respect to CC Neuberger Principal Holdings I (the “SPAC”) and following the consummation of the Business Combination, the Pubco (as defined below).

Arch Capital Group Ltd.WAIVER TO VOTING AND SUPPORT AGREEMENT (February 19th, 2021)

This Waiver to the Voting and Support Agreement (this “Waiver”) dated February 16, 2021, by and among WATFORD HOLDINGS LTD., a Bermuda exempted company (the “Company”), ARCH REINSURANCE LTD. and GULF REINSURANCE LTD. (“Arch”), shareholders of the Company, amends that certain Voting and Support Agreement, dated as of October 9, 2020, by and between the parties to this Waiver (the “Voting Agreement”). Capitalized terms used but not defined in this Waiver have the meanings given to such terms in the Voting Agreement, and all references to Sections herein are references to Sections of the Voting Agreement, unless otherwise noted.

Arch Capital Group Ltd.PURCHASE AGREEMENT (February 19th, 2021)

PURCHASE AGREEMENT, dated as of February 16, 2021, by and among (i) Arch Reinsurance Ltd. (“Seller”) and (ii) WP Windstar Investments Ltd (“Buyer”).

Arch Capital Group Ltd.February 16, 2021 (February 19th, 2021)

This letter agreement amends and restates and replaces in its entirety the letter agreement dated November 2, 2020 among the parties hereto with respect to the subject matter hereof.

Tensile Capital Management LPAGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G (February 19th, 2021)

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Tensile Capital Management LP a Delaware limited partnership, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing p

Arch Capital Group Ltd.Joint Filing Agreement (February 19th, 2021)

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Watford Holdings Ltd., a Bermuda company, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of the date noted below.

Ancora Advisors, LLCREGISTRATION RIGHTS AGREEMENT (February 19th, 2021)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2021, by and among Potbelly Corporation, a Delaware corporation (the “Company”), and the several signatories hereto.

venBio Global Strategic Fund III, L.P.JOINT FILING AGREEMENT (February 19th, 2021)

This Schedule 13D was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.2.

Arch Capital Group Ltd.ASSIGNMENT AND ASSUMPTION AGREEMENT (February 19th, 2021)

This Assignment and Assumption Agreement (the “Agreement”), effective as of November 2, 2020, is by and between Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), and Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares and a wholly owned indirect subsidiary of Parent (“Holdings”). All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Merger Agreement (as defined below).

Hudson Structured Capital Management Ltd.JOINT FILING AGREEMENT (February 19th, 2021)

The undersigned hereby agree that the Statement on Schedule 13D, dated February 19, 2021, with respect to the Common Shares of Metromile, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

TBCP Iii, LLCJOINT FILING AGREEMENT (February 19th, 2021)

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Common Stock, $0.0001 par value per share, of Thunder Bridge Capital Partners III Inc. Each Party hereto agrees that the Schedule 13D, dated February 18, 2021, relating to such beneficial ownership, is filed on behalf of each of them.

Arch Capital Group Ltd.AMENDED AND RESTATED Interim Investors AGREEMENT (February 19th, 2021)

This AMENDED AND RESTATED Interim Investors Agreement (this “Agreement”) is entered into on February 16, 2021, and effective as of November 2, 2020, by and among Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares (“NewCo”), and each of the Investors (as defined herein).

Hudson Executive Capital LPJoint Filing Agreement (February 19th, 2021)

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of the Company named herein, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

RT-ICON Holdings LLCJoint Filing Agreement (February 19th, 2021)

In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $0.0001 per share, of PLBY Group, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Ancora Advisors, LLCSECURITIES PURCHASE AGREEMENT (February 19th, 2021)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Potbelly Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Arch Capital Group Ltd.PURCHASE AGREEMENT (February 19th, 2021)

PURCHASE AGREEMENT, dated as of February 16, 2021, by and among (i) Arch Reinsurance Ltd. (“Seller”) and (ii) Kelso Investment Associates X, L.P., KEP X, LLC and KSN Fund X, L.P. (collectively, the “Buyers” and each, a “Buyer”).

Arch Capital Group Ltd.PARTICIPANT AGREEMENT (February 19th, 2021)

This Participant Agreement (this “Agreement”), dated as of September 3, 2020, is entered into by and among Kelso & Company, L.P. (“Kelso”), Warburg Pincus LLC (“Warburg”) and Arch Capital Group Ltd. (“Arch”). Kelso, Warburg and Arch are collectively referred to as the “Participants”.

KKR Group Partnership L.P.JOINT FILING AGREEMENT (February 19th, 2021)

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class I shares of beneficial interest of KKR Credit Opportunities Portfolio is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Hermitage Court, LLCJOINT FILING AGREEMENT (February 18th, 2021)

This JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of February 18. 2021, by and among Anvil Venture Group, L.P., a North Carolina limited partnership, Hermitage Court, LLC, a North Carolina limited liability company, Eastwind Investments, LLC, a North Carolina limited liability company, Martha Sutton, Richard Stevens, Jan Gordon, Michael Dickson, Robert Dickson, Harvey Gortner and Terri Kenefsky.

Hermitage Court, LLCCOMMON INTEREST AGREEMENT (February 18th, 2021)

THIS COMMON INTEREST AGREEMENT (this “Agreement”) is made by and among certain shareholders and interested parties of BMC Fund, Inc., as identified below. In this Agreement, the above named entities and persons are sometimes referred to, collectively, as the “Parties” and, individually, as a “Party.”

Ew Healthcare Partners Fund 2, L.P.JOINT FILING AGREEMENT (February 18th, 2021)

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Perceptive Advisors LLCJOINT FILING AGREEMENT (February 18th, 2021)

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Neuberger Berman Group LLCJOINT FILING AGREEMENT (February 17th, 2021)

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock, $0.0001, of E2open Parent Holdings, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below who is named as a reporting person therein in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Pivotal bioVenture Partners Fund I, L.P.JOINT FILING AGREEMENT (February 17th, 2021)

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Saunders Family Trust Dated 11/7/08AGREEMENT AS TO JOINT FILING (February 17th, 2021)

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

Neuberger Berman Group LLCContract (February 17th, 2021)

This letter agreement is being delivered to you to memorialize the agreement between CC NB Sponsor 1 Holdings LLC (“CC”) and Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”) with respect to the interests held by CC and NBOKS in CC Neuberger Principal Holdings I Sponsor LLC (the “Sponsor”) and the Sponsor’s rights with respect to CC Neuberger Principal Holdings I (the “SPAC”) and following the consummation of the Business Combination, the Pubco (as defined below).

EPIQ Capital Group, LLCJoint Filing Agreement (February 12th, 2021)

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement effective as of February 12, 2021.

Brookline Capital Holdings LLCJOINT FILING AGREEMENT (February 12th, 2021)

AGREEMENT dated as of February 12, 2021 by and between Brookline Capital Holdings LLC, a Delaware limited liability company and William B. Buchanan, Jr. (together, the “Parties”).

Bpifrance Participations SAJOINT FILING AGREEMENT (February 12th, 2021)

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

FS Development Holdings, LLCJOINT FILING AGREEMENT (February 12th, 2021)

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Gemini Therapeutics, Inc. (f/k/a FS Development Corp.), a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason

EPIQ Capital Group, LLCFORM OF LOCK-UP AGREEMENT (February 12th, 2021)