EX-10.10 13 f8k122618ex10-10_phunware.htm REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 26, 2018 BETWEEN STELLAR AND THE PURCHASER EXECUTION VERSION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2020
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 26, 2018, between Phunware Inc., a Delaware corporation (“Phunware,” as the successor entity to Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (“Stellar”), following the Conversion (as hereinafter defined) of Stellar into a Delaware corporation (Phunware Inc.) in accordance with the applicable provisions of The Republic of the Marshall Islands Associations Law, as amended, and the applicable provisions of the Delaware General Corporation Law and in connection with the Merger (as hereinafter defined), the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EX-10.5 3 d799906dex105.htm EX-10.5 Execution Version Juniper Industrial Holdings, Inc. Chatham, NJ 07928 Juniper Industrial Sponsor, LLC August 29, 2019 Chatham, NJ 07928 RE: Securities Subscription Agreement Ladies and Gentlemen:Delaware • May 5th, 2020
We are pleased to accept the offer Juniper Industrial Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
EX-99.4 9 exh99-4rialtomlpa.htm MORTGAGE LOAN PURCHASE AGREEMENT, DATED AS OF DECEMBER 12, 2017 EXECUTION VERSION MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • May 5th, 2020 • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 12, 2017, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
CREDIT AGREEMENTCredit Agreement • October 2nd, 2021 • New York
Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Increasing Lender Supplement Exhibit C – Form of Augmenting Lender Supplement Exhibit D – List of Closing Documents
INVESTMENT AGREEMENTInvestment Agreement • October 25th, 2022 • Massachusetts
This is an Investment Agreement, by and between Rooted in LLC (the “Company”) and the purchaser identified on the Investor Information Sheet (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2009 • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October15, 2009, between Zoom Technologies, Inc., 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”).
FORM 4 LISTING AGREEMENTListing Agreement • May 1st, 2019 • Ontario
Statement or in consideration of the subsequent listing of all other securities, the undersigned (hereinafter called the “Issuer”) hereby agrees with CNSX Markets Inc. (hereinafter called “CSE”, the “Exchange” or “Canadian Securities Exchange”) that:
SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • November 25th, 2021 • Ontario
NOW THEREFORE in consideration of the premises and respective agreements set forth herein, the parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2021 • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2012, by and among Nortek, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and UBS Securities LLC, as representative (the” Representative”) for the several Initial Purchasers (the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement (as defined below), pursuant to which the Initial Purchasers have agreed to purchase
Form 46-201F1 ESCROW AGREEMENTEscrow Agreement • February 26th, 2021 • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the proposed qualification, by the Issuer, an emerging issuer, of common shares by prospectus (the IPO).
EX-99.14 18 exh_99-14soho.htm CO-LENDER AGREEMENT, DATED AS OF AUGUST 25, 2016 EXECUTION VERSION Sixty Soho CO-LENDER AGREEMENT Dated as of August 25, 2016 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC...Co-Lender Agreement • May 5th, 2020 • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 25, 2016, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020, as the holder of Note A-1 and Natixis, as the holder of Note A-2.
ODYSSEY TRUST COMPANYOntario • October 10th, 2021
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and having an office located at 1230, 300 5th Ave SW, Calgary, AB T2P 3C4 (the “Warrant Agent”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2009 • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2009, by and between NORTH BAY RESOURCES, INC., a Delaware corporation (the “Company”), and TANGIERS INVESTORS, LP, a limited partnership (the “Investor”).
EX-4.16 20 exh_4-16redwood.htm CO-LENDER AGREEMENT, DATED AS OF NOVEMBER 22, 2016 EXECUTION VERSION Redwood MHC Portfolio CO-LENDER AGREEMENT Dated as of November 22, 2016 between LADDER CAPITAL FINANCE I LLC for itself to the extent of its interest,...Lender Agreement • May 5th, 2020 • New York
Broker-Dealer AgreementBroker-Dealer Agreement • May 5th, 2021
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between VV Markets LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of April 21, 2021 (the “Effective Date”):
SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • January 25th, 2016 • Ontario
ATTACHMENT 1 – FORM OF RIGHTS CERTIFICATE ATTACHMENT 2 – FORM OF ASSIGNMENT ATTACHMENT 3 – FORM OF ELECTION TO EXERCISE ATTACHMENT 4 - CERTIFICATE
EX-4.12 14 exh4-12waterfordlakes.htm WATERFORD LAKES TOWN CENTER CO-LENDER AGREEMENT EXECUTION VERSION AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 23, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-A Holder and Initial Note A-1-B Holder)...Agreement • May 5th, 2020 • New YorkTHIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of May 23, 2019 by and between GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSBI”), a New York state-chartered bank (in its capacity as initial owner of Note A-1-A and Note A-1-B, the “Initial GSBI Noteholder”, and in its capacity as the initial agent, the “Initial Agent”), and BANK OF AMERICA, N.A. (together with its successors and assigns in interest, “BANA”), a national banking association (in its capacity as initial owner of Note A-2-A and Note A-2-B, the “Initial BANA Noteholder” and together with the Initial GSBI Noteholder, the “Initial Noteholders”).
COMMON STOCK PURCHASE WARRANT DISCOUNT PRINT USA, INC.Florida • October 14th, 2021
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain secured convertible promissory note dated July 29, 2021, in the original principal amount of $66,667.00 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from DISCOUNT PRINT USA, INC., a Wyoming corporation (the “Company”), up to 6,666,667 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as o
WARRANT INDENTUREWarrant Indenture • April 11th, 2014 • Ontario
BETWEEN: SQI DIAGNOSTICS INC., a corporation incorporated under the laws of Canada, having its head office currently in the City of Toronto, in the Province of Ontario; (the “Corporation”); AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trustcompany incorporated under the laws of Canada and authorized to carry on business in all provinces of Canada; (the “Warrant Agent”).
ContractJune 10th, 2021
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
Broker-Dealer AgreementBroker-Dealer Agreement • August 2nd, 2022
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Sucasa Technologies, Inc. (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of May 12, 2022 (the “Effective Date”):
PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • June 27th, 2006 • Delaware
This Amended and Restated Preferred Stock Rights Agreement is dated as of June 26, 2006, between Intraware, Inc., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC (the “Rights Agent”).
WARRANT INDENTUREOntario • July 8th, 2022
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
ContractFebruary 12th, 2019
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
EX-99.2 10 exh_99-2.htm MORTGAGE LOAN PURCHASE AGREEMENT, DATED AS OF JULY 27, 2015 Execution Version MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • May 5th, 2020 • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 27, 2015, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
EX-10.10 12 a2225954zex-10_10.htm EX-10.10 EXECUTION VERSION AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2020 • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August 28, 2015 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and G. Michael Callahan (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Section 5 (and Exhibit A) of the Employment Agreement, GMS Inc. (“Holdings”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2002 • New York
This Registration Rights Agreement (the "Agreement ") is made and entered into June 4, 2002, between Conectiv, a Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated (the "Representative "), as representative of the several initial purchasers named in the Purchase Agreement (the "Initial Purchasers ").
LOCK-UP AGREEMENTLock-Up Agreement • September 26th, 2011
and options (the "Options") to purchase common shares of Gram Resource Corporation (the "Company"), as more particularly described herein;
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 8th, 2007 • Indiana
THIS AGREEMENT, dated as of , 2007, is made by and between ZIMMER HOLDINGS, INC., a Delaware corporation (the “Company”), and (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2009 • Nevada
THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 31, 2009 by and among ENTERTAINMENT ARTS RESEARCH, INC., a Nevada corporation (“Parent”), STRAIT GATE ACQUISITION CORP., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and STRAIT GATE GAMES, INC., a California corporation (the “Company”).
EX-10.3 8 a2234273zex-10_3.htm EX-10.3 Execution Version PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • May 5th, 2020 • Maryland
THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of January 17, 2018, by and among The RMR Group LLC, a Maryland limited liability company (“Managing Agent”), and Industrial Logistics Properties Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself and those of its subsidiaries as may from time to time own properties subject to this Agreement (each, an “Owner” and, collectively, “Owners”).
EX-10.48 2 dex1048.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT - LARRY R. FRAZIER Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT LARRY FRAZIEREmployment Agreement • May 5th, 2020 • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 8th, 2009 (the “Restatement Date”), by and between Polymer Holdings LLC (“Parent”), a Delaware limited liability company, KRATON Polymers LLC, (“KRATON” or the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Parent, and Larry Frazier (“Executive”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 21st, 2006 • New York
This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated March 30, 2006, between Long Beach Securities Corp., a Delaware corporation (the “Purchaser”) and Long Beach Mortgage Company, a Delaware corporation (the “Seller”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 27th, 2022 • Delaware
AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Ryan Specialty Group, LLC, a Delaware limited liability company (the “Company”), dated as of September 30, 2021 (the “Effective Date”), is entered into by and among the Company, Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
EX-10.27 5 d288218dex1027.htm EMPLOYMENT AGREEMENT (SLOANE LEVY) EXECUTION VERSION EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2020 • Delaware
THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and SLOANE LEVY (“Executive”) (collectively the “Parties”) is made as of January 14, 2011.
