Services-computer processing & data preparation Sample Contracts

Scienjoy Holding CorpCOMMON STOCK PURCHASE AGREEMENT (February 23rd, 2021)

This Common Stock Purchase Agreement (this “Agreement”) is entered into as of February 23, 2021 (the “Execution Date”), by and between Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

Kaleyra, Inc.STOCKHOLDER SUPPORT AGREEMENT (February 23rd, 2021)

STOCKHOLDER SUPPORT AGREEMENT, dated as of February 18, 2021 (this “Agreement”), by and among Kaleyra, Inc., a Delaware corporation (“Kaleyra”), and certain of the stockholders of Vivial Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).

Scienjoy Holding CorpREGISTRATION RIGHTS AGREEMENT (February 23rd, 2021)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2021 (the “Execution Date”), is entered into by and between Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

Kaleyra, Inc.PARENT INSIDER SUPPORT AGREEMENT (February 23rd, 2021)

This PARENT INSIDER SUPPORT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is entered into by and among each of the stockholders of Kaleyra, Inc., a Delaware corporation (“Parent”), listed on Schedule 1 attached hereto (each, an “Insider” and, collectively, the “Insiders”), and Vivial Inc., a Delaware corporation (the “Company”).

Kaleyra, Inc.FORM OF SUBSCRIPTION AGREEMENT (February 23rd, 2021)

INDENTURE dated as of [ ], 2021 between KALEYRA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Verisk Analytics, Inc.RESTATED TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE (February 23rd, 2021)

Verisk Analytics, Inc. ("Verisk") (the “Company”) and Kenneth E. Thompson (the “Employee”) (the Company and Employee, collectively, the “Parties”) hereby enter into this Restated Transition and Separation Agreement and General Release (the “Agreement”), effective as of the eighth (8th) calendar day following execution of the Agreement by Employee, provided that Employee has not revoked the Agreement prior to such date (the “Effective Date”). The Parties hereby agree to the following terms:

Kaleyra, Inc.AGREEMENT AND PLAN OF MERGER dated as of February 18, 2021 by and among KALEYRA INC., VOLCANO MERGER SUB, INC., VIVIAL INC. and GSO SPECIAL SITUATIONS MASTER FUND LP, SOLELY IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE (February 23rd, 2021)
Scienjoy Holding CorpESCROW AGREEMENT (February 23rd, 2021)

THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of February 23, 2021, by and among White Lion Capital LLC, a Nevada limited liability company (“Purchaser”), Scienjoy Holding Corporation, a British Virgin Islands corporation (“Seller”), and Indeglia PC, a California professional corporation (“Escrow Agent”). Purchaser and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.” For convenience of the Parties only, reference is made to that certain Common Stock Purchase Agreement, dated as of the same date hereof (the “Purchase Agreement”), by and between Purchaser and Seller.

Kaleyra, Inc.FORM OF SUBSCRIPTION AGREEMENT (February 23rd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 18, 2021, by and between Kaleyra, Inc., a Delaware corporation (the “Company”), and [●] (“Subscriber”).

GLORY STAR NEW MEDIA GROUP HOLDINGS LTDORDINARY SHARE PURCHASE WARRANT Glory Star New Media Group Holdings Limited (February 23rd, 2021)

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February ___ 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company (the “Company”), up to ______ ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

GLORY STAR NEW MEDIA GROUP HOLDINGS LTDUNDERWRITING AGREEMENT (February 23rd, 2021)

The undersigned, Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Glory Star New Media Group Holdings Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Univest Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Auddia Inc.AUDDIA INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 19, 2021 WARRANT AGENCY AGREEMENT (February 22nd, 2021)

WARRANT AGENCY AGREEMENT, dated as of February 19, 2021 (“Agreement”), between Auddia Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).

Auddia Inc.3,991,818 SHARES OF COMMON STOCK AND 3,991,818 WARRANTS OF AUDDIA INC. UNDERWRITING AGREEMENT (February 22nd, 2021)

The undersigned, Auddia Inc., a company incorporated under the laws of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement or affiliates of Auddia Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Auddia Inc.PLAN OF CONVERSION (February 22nd, 2021)

This Plan of Conversion (this “Plan of Conversion”) of Clip Interactive, LLC, a Colorado limited liability company (the “LLC”), is made and entered into effective as of February 16, 2021, in accordance with the terms of the LLC’s Fourth Amended and Restated Limited Liability Company Operating Agreement, dated as of October 19, 2018, as amended (the “LLC Agreement”), the Colorado Limited Liability Company Act and the Delaware General Corporation Law. Capitalized terms used but not otherwise defined in this Plan of Conversion have the meanings ascribed to such terms in the LLC Agreement.

Professional Idiots IncSTOCK SUBSCRIPTION AGREEMENT PROFESSIONAL IDIOTS, INC., A Delaware Corporation (February 22nd, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Wikisoft Corp.AMENDMENT TO CONSULTING AGREEMENT (February 22nd, 2021)

This Amendment to the CONSULTING AGREEMENT (this “Amendment”) is made and entered into on the 18th day of February, 2021 between Milestone Management

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).

Wikisoft Corp.STOCK REDEMPTION AGREEMENT Dated as of February 18th, 2021 (February 22nd, 2021)

This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Closing Date”), is entered into by and between Wikisoft Corp., a Nevada corporation (“Wikisoft”) and Saqoia Inc. (“Shareholder”). Wikisoft and Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties”.

Liberty TripAdvisor Holdings, Inc.NONQUALIFIED STOCK OPTION AGREEMENT (February 19th, 2021)

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

CSG Systems International IncFORTY-SEVENTH AMENDMENT TO (February 19th, 2021)

This Forty-seventh Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Charter Communications Operating, LLC, a Delaware limited liability company (“Customer”). CSG and Customer entered into that certain Consolidated CSG Master Subscriber Management System Agreement effective as of August 1, 2017 (CSG document no. 4114281), as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended b

CSG Systems International IncSECOND AMENDMENT TO THE CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN CSG SYSTEMS, INC. AND (February 19th, 2021)

THIS SECOND AMENDMENT (this "Amendment") is made by and between CSG Systems, Inc. ("CSG") and Comcast Cable Communications Management, LLC ("Customer"). The effective date of this Amendment is the date last signed below (the "Second Amendment Effective Date"). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (CSG document #[*******]) with an effective date of January 1, 2020 (the "Agreement") and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the Parties, any subsequent reference to the Agreement between the Parties shall mean the Agreeme

CSG Systems International IncFORTY-FIFTH AMENDMENT TO (February 19th, 2021)

This Forty-fifth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Charter Communications Operating, LLC, a Delaware limited liability company (“Customer”). CSG and Customer entered into that certain Consolidated CSG Master Subscriber Management System Agreement effective as of August 1, 2017 (CSG document no. 4114281), as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by

Liberty TripAdvisor Holdings, Inc.NONQUALIFIED STOCK OPTION AGREEMENT (February 19th, 2021)

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

CSG Systems International IncAMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (February 19th, 2021)

This Amendment No. 2 to Employment Agreement is made and entered into on the 8th day of November, 2017, among CSG SYSTEMS INTERNATIONAL, INC. ("CSGS"), a Delaware corporation, CSG SYSTEMS, INC. ("Systems"), a Delaware corporation, BRIAN A. SHEPHERD (the "Executive"). CSGS and Systems collectively are referred to in this Amendment No. 2 Employment Agreement as the "Companies".

Perspecta Inc.LIMITED GUARANTEE (February 19th, 2021)

This Limited Guarantee (this “Guarantee”) is made as of January 27, 2021, by The Veritas Capital Fund VII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Perspecta Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement (as defined below).

CSG Systems International IncAMENDMENT NO. 1 TO SEPARATION AGREEMENT (February 19th, 2021)

This Amendment No. 1 to Separation Agreement (“Amendment”) is entered into on December 31, 2020, among CSG SYSTEMS INTERNATIONAL, INC. (“CSGS”), a Delaware corporation, CSG SYSTEMS, INC., a Delaware corporation (collectively with CSGS, the “Company”), and BRET C. GRIESS (the “Executive”), in order to amend that certain Separation Agreement, effective as of August 26, 2020, between the Company and Executive (the “Separation Agreement”).

Liberty TripAdvisor Holdings, Inc.RESTRICTED STOCK UNITS AGREEMENT (February 19th, 2021)

THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

CSG Systems International IncAMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (February 19th, 2021)

This Amendment No. 3 to Employment Agreement is made and entered into on the 1st day of January, 2021, among CSG SYSTEMS INTERNATIONAL, INC. ("CSGS"), a Delaware corporation, CSG SYSTEMS, INC. ("Systems"), a Delaware corporation, and KENNETH KENNEDY (the "Executive"). CSGS and Systems collectively are referred to in this Amendment No. 3 Employment Agreement as the "Companies".

CSG Systems International IncAMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (February 19th, 2021)

This Amendment No. 2 to Employment Agreement is made and entered into on the 8th day of November, 2017, among CSG SYSTEMS INTERNATIONAL, INC. ("CSGS"), a Delaware corporation, CSG SYSTEMS, INC. ("Systems"), a Delaware corporation, and KENNETH M. KENNEDY (the "Executive"). CSGS and Systems collectively are referred to in this Amendment No. 2 Employment Agreement as the "Companies".

CSG Systems International IncFORTY-SIXTH AMENDMENT TO (February 19th, 2021)

This Forty-Sixth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Charter Communications Operating, LLC, a Delaware limited liability company (“Customer”). CSG and Customer entered into that certain Consolidated CSG Master Subscriber Management System Agreement effective as of August 1, 2017 (CSG document no. 4114281), as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by

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.

VIEX Capital Advisors, LLCGROUP AGREEMENT (February 17th, 2021)

WHEREAS, VIEX Opportunities Fund, LP – Series One, VIEX Opportunities Fund, LP – Series Two, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, “VIEX”); Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (collectively, “Osmium”); and Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames (collectively, “Oak” and, together with VIEX and Osmium, the “Group”) wish to form the Group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board of Directors of the Company (the “Board”) at the 2021 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments

Oak Investment Partners XI L PGROUP AGREEMENT (February 17th, 2021)

WHEREAS, VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"); Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (collectively, "Osmium"); and Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames (collectively, "Oak" and, together with VIEX and Osmium, the "Group") wish to form the Group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board of Directors of the Company (the "Board") at the 2021 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments

Oak Investment Partners XI L PJOINDER AGREEMENT (February 17th, 2021)

This JOINDER AGREEMENT (the "Joinder") is dated as of February 16, 2021 by and among VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two (the "Departing Member"), VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"), Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (collectively, "Osmium"), Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames (collectively, "Oak" and, together with VIEX and Osmium, the "Existing Members"), and Michael McConnell and John Mutch (collectively, the "New Members").

Pegasystems IncLEASE TERMINATION AGREEMENT (February 17th, 2021)

This LEASE TERMINATION AGREEMENT (this “Agreement”) is dated and effective as of February 12, 2021 (the “Effective Date”), by and between CHARLES PARK OWNER LLC, a Delaware limited liability company (“New Venture” or “Landlord”), and PEGASYSTEMS INC., a Massachusetts corporation (“Tenant”).