Securityholders Agreement Sample Contracts

EXECUTION THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • June 26th, 2007 • Maxcom Telecommunications Inc • Telephone communications (no radiotelephone) • Illinois
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RECITALS
Securityholders Agreement • November 12th, 2003 • Horizon Medical Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Georgia
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC AND THE OTHER PARTIES HERETO
Securityholders Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York

This Second Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCPA”), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (“VH”), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (“VE”), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (“Vestar/PGA Investors” and, together with VCP, VCPA, VH and VE, “Vestar”), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a “Co-Investor” and, collectively, the “Co-Investors”), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively,

AND
Securityholders Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
UWHARRIE CAPITAL CORP as Issuer SECURITYHOLDERS AGREEMENT Dated as of March 31, 2014 FIXED RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2024
Securityholders Agreement • May 6th, 2014 • Uwharrie Capital Corp • State commercial banks • North Carolina

THIS SECURITYHOLDERS AGREEMENT (the “Securityholders Agreement”), dated as of March 31, 2014 between Uwharrie Capital Corp, a bank holding company incorporated in North Carolina (hereinafter sometimes called the “Company”), and the Securityholders made a party hereto.

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • August 2nd, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • Delaware

THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of October, 2004, by and among BOISE CASCADE CORPORATION, a Delaware corporation (to be renamed “OfficeMax Incorporated” on November 1, 2004, “BCC”), FOREST PRODUCTS HOLDINGS L.L.C., a Delaware limited liability company (“FPH”), and BOISE CASCADE HOLDINGS, L.L.C., a Delaware corporation (“Boise Holdings”).

VITAMIN SHOPPE, INC. SECURITYHOLDERS AGREEMENT
Securityholders Agreement • November 2nd, 2009 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware

WHEREAS, each of the parties hereto is a party to that certain AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT OF VS PARENT, INC. (the “Amended and Restated Securityholders Agreement”) which was made as of June 12, 2006, by and among (i) VS Parent, Inc., a Delaware corporation, (“Parent”) (ii) IPC/Vitamin, LLC, a Delaware limited liability company (f/k/a BSMB/Vitamin LLC) (“IPC”), (iii) FdG Capital Partners LLC, a Delaware limited liability company, and VSI Investments LLC, a Delaware limited liability company (collectively, “FdG”), (iv) Blackstone Mezzanine Partners L.P., a Delaware limited partnership (“Blackstone Partners”), (v) Blackstone Mezzanine Holdings, L.P., a Delaware limited partnership (“Blackstone Holdings” and together with Blackstone Partners, “Blackstone”), (vi) JP Morgan Partners Global Investors, L.P., a Delaware limited partnership, JP Morgan Partners Global Investors A, L.P., a Delaware limited partnership, JP Morgan Partners Global Investors Cayman, L.P., a Cayman

THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF SEPTEMBER 9, 2016 BY AND AMONG
Securityholders Agreement • September 9th, 2016 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware

This Third Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of September 9, 2016 by and among (i) 21st Century Oncology Investments, LLC (f/k/a Radiation Therapy Investments, LLC), a Delaware limited liability company (the “Company”), (ii) 21st Century Oncology Holdings, Inc. (f/k/a Radiation Therapy Services Holding, Inc.), a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), (iii) Canada Pension Plan Investment Board, a Canadian federal crown corporation (“CPPIB”), (iv) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“Vestar V”), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“Vestar V-A”), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (“Vestar/RTI”), and any investment fund aff

RECITALS
Securityholders Agreement • November 12th, 2003 • Horizon Medical Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Georgia
Exhibit 99.3 SECURITYHOLDERS AGREEMENT
Securityholders Agreement • January 29th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
SECURITYHOLDERS AGREEMENT AMONG NuCO2 PARENT INC. AND CERTAIN OF ITS STOCKHOLDERS AND OPTIONHOLDERS May 28, 2008
Securityholders Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Delaware

This Securityholders Agreement (the “Agreement”) is made and entered into as of May 28, 2008, by and among (a) NuCO2 Parent Inc., a Delaware corporation (together with its permitted successors, the “Company”), (b) each of the stockholders and optionholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the “Class A Securityholders,” which term shall include any Permitted Transferees thereof), and (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the “Class B Securityholders,” which term shall include any Permitted Transferees thereof). The Class A Securityholders and the Class B Securityholders are referred to herein collectively as the “Securityholders.”

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT among GOLDLEAF FINANCIAL SOLUTIONS, INC. f/k/a Private Business, Inc. and LIGHTYEAR PBI HOLDINGS, LLC dated as of June 27, 2008
Securityholders Agreement • July 3rd, 2008 • Lightyear Fund, L.P. • Services-prepackaged software • Tennessee

THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, among GOLDLEAF FINANCIAL SOLUTIONS, INC., f/k/a Private Business, Inc., a Tennessee corporation (the “Company”) and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited liability company (“Lightyear”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF , 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETO
Securityholders Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of , 2010 (this “Agreement”), by and among DynaVox Inc., a Delaware corporation (the “Corporation”), DynaVox Systems Holdings LLC, a Delaware limited liability company (“Holdings”), Vestar Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV”), VCD Investors LLC, a Delaware limited liability company (“VCD Investors” and, together with VCP IV, “Vestar”); Park Avenue Equity Partners, L.P., a Delaware limited partnership (“Park Avenue”) and each of the other holders of securities that is or may become a party to this Agreement (each, with the exception of Vestar Investors (as defined herein) and Park Avenue Investors (as defined herein), an “Other Investor” and, collectively, the “Other Investors” and, together with the Vestar Investors and the Park Avenue Investors, the “Securityholders”).

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT among GOLDLEAF FINANCIAL SOLUTIONS, INC. f/k/a Private Business, Inc. and LIGHTYEAR PBI HOLDINGS, LLC dated as of June 27, 2008
Securityholders Agreement • July 2nd, 2008 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Tennessee

THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, among GOLDLEAF FINANCIAL SOLUTIONS, INC., f/k/a Private Business, Inc., a Tennessee corporation (the “Company”) and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited liability company (“Lightyear”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among REALOGY HOLDINGS CORP. and the SECURITYHOLDERS that are parties hereto DATED AS OF OCTOBER 10, 2012
Securityholders Agreement • November 1st, 2012 • Realogy Holdings Corp. • Real estate agents & managers (for others) • Delaware

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of October 10, 2012 (this “Agreement”), by and among Realogy Holdings Corp., a Delaware corporation (the “Company”), and each of the parties set forth on the signature pages (each, a “Securityholder” and, collectively, the “Securityholders”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among NORANDA ALUMINUM HOLDING CORPORATION and the other HOLDERS that are parties hereto DATED AS OF MAY 19, 2010
Securityholders Agreement • May 19th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of May 19, 2010 (this “Agreement”), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the HOLDERS that are parties hereto (the “Holders,” and together with the Company, the “Parties”), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the “Old Agreement”), by and among the Parties.

AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • November 9th, 2021 • Wengen Alberta, LP • Services-educational services

This Amendment No. 1 (this “Amendment”), dated as of October 28, 2021, is entered into by and among Wengen Alberta, Limited Partnership (the “Company”), Wengen Investments Limited, the general partner of the Company (the “General Partner”), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (“Laureate”), and each of the other parties signatory hereto (together with the Company, the General Partner and Laureate, the “Parties”). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, by and among the Company, the General Partner, Laureate and the other parties thereto (the “Securityholders Agreement”).

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Delaware

THIS SECURITYHOLDERS AGREEMENT (the “Agreement”) is made as of May 31, 2007, by and among (i) UHS Holdco, Inc., a Delaware corporation (the “Company”), (ii) BSMB/UHS, L.P., a Delaware limited partnership (“BSMB/UHS”) and BSMB/UHS Co-Investment Partners, L.P., a Delaware limited partnership (“BSMB Co-Investment” and, together with BSMB/UHS, “BSMB”), (iii) Gary D. Blackford and Kathy Blackford (collectively, “Blackford”) and (iv) each of the other Persons whose names appear on the Schedule of Investors attached hereto (the “Schedule of Investors”), as amended from time to time in accordance with the terms hereof (the “Other Holders”), and each Person who after the date hereof acquires Common Stock and Common Stock Equivalents and agrees to be bound by this Agreement by executing a joinder to this Agreement substantially in the form of Exhibit A hereto. Capitalized terms used herein are defined in Section 12.

SIMMONS COMPANY AMENDMENT NO. 1 TO THE SECURITYHOLDERS’ AGREEMENT
Securityholders’ Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware

This Amendment No. 1 to the Securityholders’ Agreement (the “Amendment”) is entered into as of November 30th, 2006, by and among Simmons Company, a Delaware corporation (the “Company”), and each of those entities listed below (the “Investors” and each individually an “Investor”). All capitalized terms used in this Amendment shall have the respective meanings given to such terms in the Agreement (as defined below), unless otherwise defined herein.

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SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT
Securityholders Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware

This SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this April 9, 2008, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended by that certain First Amendment to Michael Foods Investors, LLC Securityholders Agreement dated as of April 2, 2007 (the “Securityholders Agreement”).

SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of October 6, 2004 by and among MAGNACHIP SEMICONDUCTOR LLC, CVC CAPITAL PARTNERS ASIA PACIFIC LP, ASIA INVESTORS LLC, CVC CAPITAL PARTNERS ASIA II LIMITED, CITIGROUP VENTURE CAPITAL...
Securityholders’ Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware

THIS IS A SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of October 6, 2004 among (i) MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), (ii) CVC Capital Partners Asia Pacific LP, a Cayman Islands limited partnership (“CVC Asia LP”), Asia Investors LLC, a Delaware limited liability company (“CVC Asia Investors”) and CVC Capital Partners Asia II Limited, a Jersey company (“CVC Asia II Limited” and, collectively with CVC Asia LP and CVC Asia Investors, “CVC Asia Pacific Investors”), (iii) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership (“CVC Employee Fund”), the persons named on Schedule I hereto (collectively, the “CVC Co-Investors” and, collectively with CVC Equity Fund, CVC Executive Fund and CVC Employee Fund, “CVC US”), (iv) Francisco Partn

FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT
Securityholders Agreement • May 14th, 2007 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware

This FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this April 2, 2007, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto (the “Securityholders Agreement”).

AMENDMENT TO SECURITYHOLDERS AGREEMENT
Securityholders Agreement • June 21st, 2005 • Muzak Holdings LLC • Services-business services, nec • Delaware

This Amendment to Securityholders Agreement (this “Amendment”) is entered into as of June 1, 2005 among Muzak Holdings LLC, a Delaware limited liability company (the “Company”), MEM Holdings, LLC (“MEM Holdings”), AMFM Systems, Inc. (“AMFM”) and those of BancAmerica Capital Investors I, L.P., New York Life Capital Partners, L.P. and The Northwestern Mutual Life Insurance Company (collectively, the “Preferred Investors”) who may become signatories hereto.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS, INC. (fka DOUGLAS DYNAMICS HOLDINGS, INC.) AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF [·], 2010
Securityholders Agreement • April 30th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Amendment”), dated as of [·], 2010, is being entered into by and among Douglas Dynamics, Inc. (formerly known as Douglas Dynamics Holdings, Inc.), a Delaware corporation (the “Company”), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands exempt limited partnership, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, the holders of a majority in voting interests of the Common Stock and Preferred Stock, voting together as a single class, held by the Securityholders, and each of the Class A Securityholders listed on Exhibit A. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • December 23rd, 2005 • Insight Communications Co Inc • Cable & other pay television services • Delaware

SECURITYHOLDERS AGREEMENT (this “Agreement”), dated as of December 16, 2005, among (i) CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P. (“CP III”), CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P. (“CP IV”), CP III COINVESTMENT, L.P. and CP IV COINVESTMENT, L.P., each a Delaware limited partnership (each individually, and collectively together with their Permitted Assignees, “Carlyle”), (ii) INSIGHT COMMUNICATIONS COMPANY, INC., a Delaware corporation (the “Company”), (iii) those individuals identified as “Continuing Investor Securityholders” on the signature pages hereof (the “Continuing Investor Securityholders”), (iv) Continuing Investor Holding Company, LLC, a Delaware limited liability company (“Holdco”), (v) PH Investments, LLC, a Delaware limited liability company (“PH Investments”), and (vi) each other Person who subsequently becomes a party to this Agreement (together with Carlyle, the Continuing Investor Securityholders, Holdco and PH Investments, the “Securityholders”). Capitalized

AMENDMENT TWO TO THE UHS HOLDCO, INC SECURITYHOLDERS AGREEMENT
Securityholders Agreement • August 14th, 2017 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Delaware

This Amendment Two (this “Amendment”), dated as of August 14, 2017, to the Securityholders Agreement, dated as of May 31, 2007 (as amended by Amendment One on March 26, 2015), by and among UHS Holdco, Inc., a Delaware corporation (the “Company”), (ii) IPC/UHS, L.P., a Delaware limited partnership (“IPC/UHS”), and IPC/UHS Co-Investment Partners, L.P., a Delaware limited partnership (“IPC Co-Investment” and, together with IPC/UHS, “IPC”), Gary D. Blackford, Kathy Blackford and the Other Holders (the “Agreement”).

SMART TECHNOLOGIES INC. AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT JANUARY 22, 2013
Securityholders Agreement • February 6th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta

This Agreement is made as of the 22nd day of January, 2013 among SMART TECHNOLOGIES INC., an Alberta corporation, IFF HOLDINGS INC., an Alberta corporation, INTEL CORPORATION, a Delaware corporation and SCHOOL S.À.R.L., a Luxembourg body corporate.

Amendment to Securityholders Agreement
Securityholders Agreement • March 1st, 2006 • DPL Inc • Electric & other services combined

Reference is made to the Securityholders and Registration Rights Agreement dated as of March 13, 2000, by and among DPL Inc. (the “Company”), DPL Capital Trust I, Dayton Ventures LLC (the “Equity Purchaser”) and Dayton Ventures, Inc. (the “Trust Preferred Purchaser”) (the “Securityholders Agreement”) and to the Purchase Agreement, dated as of August 23, 2001, between the Company and the Trust Preferred Purchaser (the “Purchase Agreement”).

SECURITYHOLDERS AGREEMENT by and among APOLLO GAMING HOLDINGS, L.P., AP GAMING HOLDCO, INC. and the other HOLDERS that are parties hereto DATED AS OF April 28, 2014
Securityholders Agreement • May 5th, 2014 • AP Gaming Holdco, Inc. • Miscellaneous manufacturing industries • Delaware

This SECURITYHOLDERS AGREEMENT dated as of April 28, 2014 (this “Agreement”), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”), AP Gaming VoteCo, LLC, a Delaware limited liability company (“VoteCo”), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (with the Partnership and VoteCo, the “Holders”), and AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”).

PINNACLE GAS RESOURCES, INC. AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT Dated February 16, 2006
Securityholders Agreement • May 10th, 2006 • Pinnacle Gas Resources, Inc. • Delaware

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of February 16, 2006, is by and among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Corporation"), CCBM, Inc., a Delaware corporation ("CCBM"), U.S. Energy Corporation, a Wyoming corporation ("US Energy"), Crested Corp., a Colorado corporation ("Crested"), each of the CSFB Parties (as defined herein), Peter G. Schoonmaker, a natural person ("Schoonmaker"), Gary Uhland, a natural person ("Uhland"), each Shareholder (as such terms are defined herein) who may hereafter execute in accordance with this Agreement a separate agreement to be bound by the terms hereof and, for purposes of Section 5.10 only, Carrizo Oil & Gas, Inc., a Texas corporation ("Carrizo").

SMART TECHNOLOGIES INC. AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT JANUARY 22, 2013
Securityholders Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta

This Agreement is made as of the 22nd day of January, 2013 among SMART TECHNOLOGIES INC., an Alberta corporation, IFF HOLDINGS INC., an Alberta corporation, INTEL CORPORATION, a Delaware corporation and SCHOOL S.À.R.L., a Luxembourg body corporate.

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