EXECUTION VERSION DIRECTOR Designation agreementDirector Designation Agreement • May 5th, 2020 • New York
This Director Designation Agreement (this “Agreement”), dated March 27, 2019, is by and between WL Ross & Co. LLC, a Delaware limited liability company (together with its Affiliates and its and their respective successors and permitted assigns, “Investor”), and Diamond S Shipping Inc., a corporation organized under the laws of the Republic of the Marshall Islands (together with its successors and permitted assigns, the “Company”) (Investor, together with the Company, the “Parties” and each, a “Party”).
AMENDMENT NO. 1 toDirector Designation Agreement • September 10th, 2003 • Xm Satellite Radio Holdings Inc • Communications services, nec • Delaware
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • Delaware
This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of December 29, 2023 (the “Effective Date”), by and among Pinstripes Holdings, Inc., a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 20th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • Maryland
This DIRECTOR DESIGNATION AGREEMENT (the “Agreement”), dated as of June 14, 2017, is entered into by and among Granite Point Mortgage Trust Inc., a Maryland corporation (the “Company”), and Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”).
AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • September 7th, 2021 • Kaiser Aluminum Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENT (this “Agreement”), executed this 3rd day of September, 2021 to be effective as of the 3rd day of September, 2021, amends and restates that certain Amended and Restated Director Designation Agreement dated as of December 12, 2019, is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “Union”).
EX-4.2 3 d267119dex42.htm DIRECTOR DESIGNATION AGREEMENT DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 5th, 2020 • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of February 23, 2012 (this “Agreement”), is entered into by and among UTE ENERGY UPSTREAM HOLDINGS LLC, a Delaware limited liability company to be converted to a corporation and renamed Ute Energy Corporation (the “Company”), UTE ENERGY HOLDINGS LLC, a Delaware limited liability company (the “Tribal Company”), QEP UTE LLC, a Delaware limited liability company (“QEP Ute”), and QR UTE PARTNERS, a Delaware general partnership (“QR Ute” and, together with “QEP Ute,” “Quantum”). The Company, Tribal Company, QR Ute and QEP Ute are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Quantum and the Tribal Company are sometimes referred to in this Agreement individually as a “Sponsor Stockholder” and collectively as the “Sponsor Stockholders.”
EX-10.61 3 dex1061.htm DIRECTOR DESIGNATION AGREEMENT DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 5th, 2020 • Delaware
DIRECTOR DESIGNATION AGREEMENT, dated as of , 2009 (this “Agreement”), by and among KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the “Company”) and KAR Holdings II, LLC, a Delaware limited liability company (“KAR LLC”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • February 6th, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2012, by and among GGC USS Holdings, LLC, a Delaware limited liability company (the “Stockholder”) and U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
EX-10.2 4 d598255dex102.htm EX-10.2 DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 5th, 2020 • Delaware
This Director Designation Agreement (this “Agreement”) is made as of November 1, 2018, by and among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Parent”), Haymaker Acquisition Corp., a Delaware corporation (“HYAC”), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Steiner Leisure”) and each other Person that becomes party to this Agreement after the date hereof in accordance with the terms hereof. All of the capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • March 11th, 2008 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS DIRECTOR DESIGNATION AGREEMENT, dated as of November 15, 2007 (this “Agreement”), is entered into by and between Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and SCO Capital Partners LLC (“SCO”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 8th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”) is dated as of July 17, 2013, by and among (i) Diamond Resorts International, Inc., a Delaware corporation (the “Company”), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”), and (iii) DRP Holdco, LLC, a Delaware limited liability company (“DRPH”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 13th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of June [ ], 2008 (this “Agreement”), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
This Amended and Restated Director Designation Agreement, dated as of February 1, 2003 (this “Agreement”), is hereby entered into by and among XM Satellite Radio Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”); AEA XM Investors I LLC, AEA XM Investors II LLC, AEA XM Investors IA LLC and AEA XM Investors IIA LLC, each a limited liability company organized under the laws of the State of Delaware (individually or collectively “AEA XM”); Clear Channel Investments, Inc., a corporation duly organized under the laws of the State of Nevada (“Clear Channel”);; Hughes Electronics Corporation, corporation duly organized under the laws of Delaware (“Hughes”); American Honda Motor Co., Inc., a corporation duly organized under the laws of the State of California (“Honda”); and Madison Dearborn Capital Partners III, L.P. (“Madison Capital”), Madison Dearborn Special Equity III, L.P. (“Madison Equity”), and Special Advisors Fund I, LLC (“Madison Advi
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of , 2007 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), American Multi-Cinema, Inc., a Missouri corporation (“AMC”), Cinemark Media, Inc., a Delaware corporation (“Cinemark Media”), and Regal CineMedia Holdings, LLC, a Delaware limited liability company (“Regal,” and together with AMC and Cinemark Media, including any Affiliate or Permitted Transferee thereof, so long as any Permitted Transferee continues to qualify as a Permitted Transferee, the “Founding Members”). Certain terms used in this Agreement are defined in Section 1.1.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 5th, 2007 • Sco Capital Partners LLC • Pharmaceutical preparations • New York
THIS DIRECTOR DESIGNATION AGREEMENT, dated as of November 15, 2007 (this “Agreement”), is entered into by and between Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and SCO Capital Partners LLC (“SCO”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”), dated as of , 2021, is entered into by and among Desert Peak Minerals Inc., a Delaware corporation (the “Company”), KMF DPM HoldCo, LLC, a Delaware limited liability company (“KMF Holdco”), Chambers DPM HoldCo, LLC, a Delaware limited liability company (“Chambers Holdco” and together with KMF Holdco, “Kimmeridge”), Rock Ridge Royalty Company LLC, a Delaware limited liability company (“Rock Ridge”), Source Energy Leasehold, LP, a Delaware limited partnership (“Source Leasehold”) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (“Source Permian,” together with Source Leasehold, the “Source Stockholders” and collectively, with Kimmeridge, Rock Ridge and Source Leasehold, the “Principal Stockholders”).
AMENDMENT NO. 1 TO DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 14th, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services
THIS AMENDMENT NO. 1 TO DIRECTOR DESIGNATION AGREEMENT (this “Amendment”) is made and entered into as of November 5, 2008, by and between TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and SELECT CONTRARIAN VALUE PARTNERS, L.P. (“Select Contrarian”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of June 23, 2008 (this “Agreement”), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF DIRECTOR DESIGNATION AGREEMENT Dated December 29, 2022Director Designation Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “New Sitio”), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon Minerals Corporation; f/k/a Osprey Energy Acquisition Corp.), a Delaware corporation (the “Former Sitio”), and each of the undersigned set forth on the signature page hereto under the heading “Principal Stockholders” (the “Principal Stockholders”) and amends the Director Designation Agreement (the “Director Designation Agreement”), dated January 11, 2022, by and between Former Sitio and the Principal Stockholders. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Director Designation Agreement.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of February 13, 2007 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), American Multi-Cinema, Inc., a Missouri corporation (“AMC”), Cinemark Media, Inc., a Delaware corporation (“Cinemark Media”), and Regal CineMedia Holdings, LLC, a Delaware limited liability company (“Regal,” and together with AMC and Cinemark Media, including any Affiliate or Permitted Transferee thereof, so long as any Permitted Transferee continues to qualify as a Permitted Transferee, the “Founding Members”). Certain terms used in this Agreement are defined in Section 1.1.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Silver Lake Stockholders (as hereinafter defined).
AGREEMENT ---------Director Designation Agreement • July 9th, 1997 • Ciif Associates Ii Limited Partnership • Real estate investment trusts • Maryland
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • Maryland
DIRECTOR DESIGNATION AGREEMENT, dated as of March 10, 2008 (this “Agreement”), by and among Lubar Capital, LLC (“Investor”), and Cogdell Spencer Inc. (the “Company”).
Exhibit 10.1 DIRECTOR DESIGNATION AGREEMENT THIS DIRECTOR DESIGNATION AGREEMENT (this "Agreement") is made and entered into as of June 13, 2014, by and between Recycling Capital Partners, LLC, an Indiana limited liability company (the "Investor") and...Director Designation Agreement • June 19th, 2014 • Industrial Services of America Inc /Fl • Sanitary services • Indiana
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the EB Stockholders (as hereinafter defined).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 14th, 2018 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
This Director Designation Agreement, dated as of August 10, 2018 (this “Agreement”), is hereby entered into by and among Genome Protection, Inc., a Delaware corporation (the “Company”), Everon BioSciences, Inc., a corporation organized and existing under the laws of the State of New York ( “Everon”), Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Delaware (“CBLI,” and together with Everon, each, a “Shareholder,” and together, the “Shareholders”), and Norma Investments Limited, BVI (the “Investor”). The Company, the Shareholders and the Investor are collectively referred to herein as the “Parties.”
DIRECTOR DESIGNATION AGREEMENT between COTT CORPORATION and CRESTVIEW DSW INVESTORS, L.P., as Sellers’ Representative dated as of December 12, 2014Director Designation Agreement • December 15th, 2014 • Cott Corp /Cn/ • Bottled & canned soft drinks & carbonated waters • Delaware
This Director Designation Agreement (this “Agreement”), dated as of December 12, 2014, is entered into by and between Cott Corporation, a corporation organized under the laws of Canada (the “Company”), and Crestview DSW Investors, L.P., a Delaware limited partnership, as Sellers’ Representative (the “Sellers’ Representative”) on behalf of the Initial Preferred Holders (as defined below).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 7th, 2023 • National CineMedia, Inc. • Services-advertising • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of August 7, 2023 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), and the members of the designating committee (the “Consenting Creditor Designation Committee”) set forth on Exhibit A, as such exhibit shall be amended from time to time (each, in such capacity, a “Committee Designator”), and Blantyre Capital Limited (“Blantyre”), as a party with individual rights hereunder (in such capacity, the “Blantyre Designator”, and collectively with the Committee Designators, the “Designators”). Certain terms used in this Agreement are defined in Section 1.1.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is entered into by and between JGWPT Holdings Inc., a Delaware corporation (“JGWPT Inc.”), PGHI Corp., a Delaware corporation (“PGHI”), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the “JLL Holders”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of September 10, 2010 (this “Agreement”), is entered into by and among K-Sea General Partner GP LLC, a Delaware limited liability company (“GP LLC”), K-Sea General Partner L.P., a Delaware limited partnership (“GP LP”), K-Sea Transportation Partners L.P., a Delaware limited partnership (“K-Sea” and, together with GP LLC and GP LP, the “K-Sea Entities”), K-Sea Investors A L.P., a Delaware limited partnership (“KSP A”), K-Sea Investors B L.P., a Delaware limited partnership (“KSP B”), K-Sea Investors C L.P., a Delaware limited partnership (“KSP C”), the other members of GP LLC signatory hereto (together with KSP A, KSP B and KSP C, the “GP LLC Members”), and KA First Reserve, LLC, a Delaware limited liability company (the “Purchaser”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Level Equity Stockholders (as hereinafter defined).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Riverwood Stockholders (as hereinafter defined).
ContractDirector Designation Agreement • February 1st, 2019 • Tallgrass KC, LLC • Natural gas transmission • Delaware
This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”), dated as of January 30, 2019 (the “Effective Date”), is entered into by and between Prairie GP Acquiror LLC, a Delaware limited liability company (“GP Acquiror”), and David G. Dehaemers, Jr., an individual residing in the state of Kansas (“DGD”). The parties to this Agreement are hereby referred to as the “Parties” and each, a “Party.” Capitalized terms used but not defined herein have the meaning assigned to such terms in the Purchase Agreement (as defined below).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • October 10th, 2007 • Macrochem Corp • Pharmaceutical preparations • New York
THIS DIRECTOR DESIGNATION AGREEMENT, dated as of October 1, 2007 (this “Agreement”), is entered into by and between MacroChem Corporation, a Delaware corporation (the “Company”) and SCO Capital Partners LLC (“SCO”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Delaware
This Director Designation Agreement (this “Agreement”) is made as of [●], 2020, by and among Leslie’s, Inc., a Delaware corporation (the “Company”), Bubbles Investor Aggregator, L.P., a Delaware limited partnership (“Bubbles”), and each other Person that becomes party to this Agreement after the date hereof in accordance with the terms hereof as an Bubbles Investor Holder Party.
