Muzak Holdings LLC NOTICE TO UNITHOLDERS

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "Muzak Holdings LLC NOTICE TO UNITHOLDERS"

Transcription

1 Muzak Holdings LLC NOTICE TO UNITHOLDERS To the Holders of Units of Muzak Holdings LLC (the "Compan"): Introduction We are pleased to advise you that the Company has entered into an agreement and plan of merger (the "Merger Agreement"), dated as of March 24, 2011, with Mood Media Corporation, a corporation existing under the laws of Canada ("Mood Media"), Mood US Acquisition, LLC, a Delaware limited liability company ("Merger Sub"), Silver Point Capital Fund, L.P., a Delaware limited partnership, SP Muzak Inc., a Delaware corporation and Silver Point Capital, L.P., a Delaware limited partnership. Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement, a copy of which is attached hereto as Annex A. In accordance with the terms of the Merger Agreement, if the merger of Merger Sub with and into the Company (the "Merger") becomes effective, each Common Unit and Preferred Unit issued and outstanding immediately prior to the date and time at which the Merger becomes effective (the "Effective Time"), other than any Units owned by the Company or any of its Subsidiaries (which will be cancelled), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Time into the right to receive, without interest and subject to any applicable withholding tax specified in Section 2.13 of the Merger Agreement, the Common Unit Consideration or Preferred Unit Consideration, as the case may be, but only after delivery of a Letter of Transmittal to the Surviving Company as provided in Section 2.8 of the Merger Agreement. At the Effective Time all such Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Units shall cease to have any rights with respect thereto, except the right to receive the Common Unit Consideration or Preferred Unit Consideration, as the case may be, as provided herein without interest. The right to receive any Common Unit Consideration or Preferred Unit Consideration shall not be represented by any certificate or other instrument and shall be nontransferable (including by pledge or grant of a security interest) except by operation of law (including testamentary transfers), in connection with a transfer to an existing Unitholder or with the prior written consent of the Surviving Company (not to be unreasonably withheld, conditioned or delayed). The Preferred Unit Consideration consists of a cash amount payable at the Effective Time (subject to any applicable withholding tax as specified in Section 2.13 of the Merger Agreement) equal to (a) the product of the Closing Preferred Unit Payment multiplied by the number of

2 Preferred Units held by such holder, and (b) additional amounts, if any, in accordance with a Payment Waterfall described in the Merger Agreement (see definition of "Payment Waterfall" in the Merger Agreement) and below. The Common Unit Consideration consists of the right to receive amounts, if any, in accordance with the Payment Waterfall. At the Effective Time, Mood Media will deposit with the Escrow Agent the Escrowed Consideration. The Escrowed Consideration is intended to support the obligation to compensate Mood Media and its subsidiaries for Mood Media Covered Losses pursuant to Article 11I of the Merger Agreement. The Escrowed Consideration will be released one year following Closing, to the extent Mood Media is not entitled to compensation for Mood Media Covered Losses and has not otherwise submitted a claim for Mood Media Covered Losses (in which event such claimed amounts will be withheld until resolution of such claim), and distributed in accordance with the Payment Waterfall. Claims for compensation for Mood Media Covered Losses will be administered on behalf of the Unitholders by Silver Point Capital, L.P., as Unitholder Representative. In addition, if the Combined Business EBITDA exceeds certain thresholds in the first, second and third years following the Effective Time, Mood Media will be required to pay one or more Performance Payments, not to exceed $30 million in the aggregate. If Mood Media has made claims for Mood Media Covered Losses prior to the second anniversary of the Effective Time and a Performance Payment becomes due, Mood Media will be entitled to set-off such Covered Losses against such Performance Payment (or, in certain circumstances, to deposit in escrow that portion of the Performance Payment(s) until the claim is resolved). To the extent Performance Payments are payable and not so escrowed (and if they are escrowed, to the extent the claim(s) are thereafter resolved in favor of the Unitholders), they are to be distributed in accordance with the Payment Waterfall. The aggregate amount of compensation to which Mood Media is entitled in respect of Mood Media Covered Losses, whether by withdraw from the Escrowed Consideration or set-off against Performance Payments, is $22 million. Additionally, if the Escrowed Consideration would otherwise include cash in excess of $15 million, such excess will not be escrowed and instead will be distributed at the Closing to Unitholders in accordance with the Payment Waterfall. Under the Payment Waterfall, any amounts released from the Escrow Account and any Performance Payments distributable to Unitholders will be payable in the following order of priority: " first, to reimburse the Unitholder Representative for its third-party, out-of-pocket expenses as Unitholder Representative; " second, to holders of Preferred Units as of the Effective Time, pro rata, until such holders have received an amount equal to the excess (without interest) of the

3 Closing Preferred Unit Redemption Amount over the Closing Preferred Unit Payment; and *thereafter, to the holders of Common Units as of the Effective Time, on a pro rata basis. The Merger Agreement was approved by the Company's Board of Managers on March 23, 2011 and by the Boards of Directors of Mood Media and Merger Sub. In addition, the Merger has been approved by the requisite holders of Common Units and Preferred Units and no other limited liability company approvals are required to complete the Merger, but certain other conditions more fully described in the Merger Agreement must be satisfied prior to such completion. We currently expect that the Merger will be completed in the second quarter of Certain provisions of the LLC Agreement were also amended in connection with the approval of the Merger. Notice of Exercise of "Drag-Along" Rights under the Compan's LLC Agreement Each of you, when you acquired Units of the Company, became a party to the LLC Agreement of the Company. A copy of Section 11.5 of the LLC Agreement (as amended as referred to above) is attached hereto as Annex B. As you will note, Section 11.5 includes the following provisions: (a) "If at any time... the Board approves the merger or consolidation of the Company in which the members will receive cash or securities of any other Person for their Units, (each, a "Drag Sale") in each case to or with one or more related Persons (the "Purchaser") other than another member or an Affiliate of a Dragging Member, the Board...(the "Dragging Members") may, at their option, require each other Member (the "Dragged Members ") to sell all of the Units held by such Dragged Members concurrently with the consummation of such Drag Sale'. Notwithstanding the foregoing, in no event will a holder of Series A Preferred Units be obligated to become a Dragged Member pursuant to any transaction unless the Redemption Price is paid in full in cash upon the consummation of such transaction; provided, however, that this limitation shall not apply to a transaction consummated pursuant to that certain Agreement and Plan of Merger, in substantially the form attached hereto (the "Merger Agreement") and on the terms set forth therein, including (a) the payment of the Closing Preferred Unit Payment (as defined in the Merger Agreement) in cash upon the consummation of such transaction, and (b) provision for payment to the holders of Series A Preferred Units of amounts released to or for the benefit of the Unitholders (as defined in the Merger Agreement) from the Escrow Account (as defined in the Merger Agreement) and any Performance Payments (as defined in the Merger Agreement), up to the excess of the Closing Preferred Unit Redemption Amount (as defined in the Merger Agreement) over the Closing Preferred Unit Payment, on a priority basis over the holders of the Common Units."

4 (b) "At the closing of a Drag Sale, each Dragged Member shall deliver to such Purchaser all documents and instruments as may be reasonably requested by such Purchaser in connection with such Drag Sale, against payment of the appropriate purchase price [and]... [iln the event that any such Drag Sale is structured as a merger, consolidation or similar business combination, each Member agrees to vote in favor of the transaction and take all action to waive any dissenter, appraisal or other similar rights.." (d) "Upon consummation of a Drag Sale, if a Dragged Member has not delivered any documents and instruments as contemplated [above], such Dragged Member shall no longer be considered a holder of Units in the Company and such Dragged Member's sole rights with respect to such Units shall be to receive the consideration receivable in connection with such Drag Sale upon delivery of the appropriate documents and instruments." The Board of Managers of the Company hereby notifies you that it is exercising its dragalong right pursuant to Section 11.5 of the LLC Agreement in respect of the Merger and therefore you are required under Section 11.5 of the LLC Agreement to: 1. consent to and approve the Merger by executing and delivering, not later than April 21, 2011, the written consent in the form included as Annex C of this Notice; and 2. if you continue to hold Units as of the Effective Time of the Merger, execute and deliver the Letter of Transmittal in the form included as Annex D of this Notice. Please note that failure to execute and deliver the attached Member Consent and, if you continue to hold Units as of the Effective Time, the Letter of Transmittal will constitute a breach by you of the LLC Agreement and the Company reserves its right to pursue appropriate remedies against you in the event of such a breach. [Remainder of Page Intentionally Left Blank]

5 This notice was first mailed to holders of Units on March 31, By Order of the Board of Managers of the Company Name: Steven K. Richards Title: Chief Executive Officer

6 Annex A Agreement and Plan of Merger

7 Annex B Section 11.5 of the Company's LLC Agreement (a) If at any time (i) the Silver Point Members hold at least 40% of the outstanding Common Units and the Silver Point Members decide to sell all of their Units, (ii) the Board approves a sale of all of the Units, or (iii) the Board approves the merger or consolidation of the Company in which the members will receive cash or securities of any other Person for their Units, (each, a "Drag Sale") in each case to or with one or more related Persons (the "Purchaser") other than another member or an Affiliate of a Dragging Member, the Board, or the Members selling such interests, as applicable (the "Dragging Members") may, at their option, require each other Member (the "Dragged Members") to sell all of the Units held by such Dragged Members concurrently with the consummation of such Drag Sale. Notwithstanding the foregoing, in no event will a holder of Series A Preferred Units be obligated to become a Dragged Member pursuant to any transaction unless the Redemption Price is paid in full in cash upon the consummation of such transaction; provided, however, that this limitation shall not apply to a transaction consummated pursuant to that certain Agreement and Plan of Merger, in substantially the form attached hereto (the "Merger Agreement") and on the terms set forth therein, including (a) the payment of the Closing Preferred Unit Payment (as defined in the Merger Agreement) in cash upon the consummation of such transaction, and (b) provision for payment to the holders of Series A Preferred Units of amounts released to or for the benefit of the Unitholders (as defined in the Merger Agreement) from the Escrow Account (as defined in the Merger Agreement) and any Performance Payments (as defined in the Merger Agreement), up to the excess of the Closing Preferred Unit Redemption Amount (as defined in the Merger Agreement) over the Closing Preferred Unit Payment, on a priority basis over the holders of the Common Unit. (b) The Dragging Members shall give each Dragged Member, not less than fifteen (15) days prior to the date of the proposed sale, a notice summarizing the economic terms of such Drag Sale, including the purchase price, closing date and the identity of the Purchaser. The Dragged Member sale shall be made on the same date, at a price equal to a proportionate share of the aggregate purchase price paid in such Drag Sale (which proportionate share shall be based upon the amount that would be distributable to such Dragged Member relative to the amount that would be distributable to all other Dragging and Dragged Members had an amount equal to the equity value of the Company implied by such purchase price been distributed pursuant to Section 7.1 (as determined by the Board)) and on terms and conditions at least as favorable to such Dragged Member as the terms and conditions as the sale by the Dragging Members (and if a unique implied purchase price is not mathematically determinable, using the highest possible implied purchase price). In connection with any Drag Sale, each Dragged Member shall take such actions as may be reasonably required by the Dragging Members and shall otherwise cooperate in good faith with the Dragging Members. At the closing of a Drag Sale, each Dragged Member shall deliver to such Purchaser all documents and instruments as may be reasonably requested by such Purchaser in connection with such Drag Sale, against payment of the appropriate purchase price; provided, however, that the Dragged Members shall not be required to make any representations and warranties except those relating to title of their Units, due

8 authorization of the Drag Sale and the absence of conflicts, which such representations and warranties shall be made severally and not jointly and that the liability of the Members thereunder shall be borne by each of them on a pro rata basis determined according to the aggregate proceeds received by each of them in the Drag Sale and no Dragged Members shall be required to agree to, or be deemed to have agreed to, any non-financial terms, covenants and agreements such as non-competition and non-solicitation agreements without its express written consent. In the event that any such Drag Sale is structured as a merger, consolidation or similar business combination, each Member agrees to vote in favor of the transaction and take all action to waive any dissenter, appraisal or other similar rights; provided, however, that notwithstanding the foregoing, each Dragged Member may be liable for breaches of representations and warranties about the Company or the Subsidiaries and their operations so long as such liability is not in excess of such Dragged Member's pro rata percentage interest in the aggregate proceeds of the Drag Sale. (c) In the event the consideration to be paid in exchange for Units in a Drag Sale includes any securities, and the receipt thereof by a Dragged Member would require under applicable law the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required under the terms of the Drag Sale, then such Dragged Member shall not have the right to sell Units in such Drag Sale. In such event, the Dragging Members shall have the Units which would have otherwise been sold by such Dragged Member pursuant to the Drag Sale, an amount in cash equal to the Fair Market Value per Unit as of the date such securities would have been issued in exchange for such Units. (d) Upon consumnmation of a Drag Sale, if a Dragged Member has not delivered any documents and instruments as contemplated by clause (b), such Dragged Member shall no longer be considered a holder of Units in the Company and such Dragged Member's sole rights with respect to such Units shall be to receive the consideration receivable in connection with such Drag Sale upon delivery of the appropriate documents and instruments.

9 Annex C Member Consent MUZAK HOLDINGS LLC MEMBER CONSENT The undersigned, being a holder of Units of Muzak Holdings LLC, a Delaware limited liability company (the "Compgny"), does hereby irrevocably: (a) (b) consent to and approve the agreement and plan of merger (the "Merger Agreement"), dated as of March 24, 2011, among Mood Media Corporation, a corporation existing under the laws of Canada, Mood US Acquisition, LLC, a Delaware limited liability company, the Company, Silver Point Capital Fund, L.P., a Delaware limited partnership, SP Muzak Inc., a Delaware corporation, and Silver Point Capital, L.P., a Delaware limited partnership, as described in the Notice to Holders of Units of the Company dated March 31, 2011 (in which the Merger Agreement is included as Annex A and the merger contemplated thereby); and constitute, appoint, authorize, direct and empower, effective as of the Closing, Silver Point Capital, L.P. as the "Unitholder Representative" on the terms set forth in Section of the Merger Agreement. IN WITNESS WHEREOF, the undersigned has executed this consent as of the date set forth below. NAME OF HOLDER: By: Name: Date: Address: Units held: Common Units: Preferred Units:

10 NOTE: Please execute this consent by signing in the space provided and returning the signed consent to Ginger Covey Hohi no later than April 21, 2011, both by to: ginger-coveyhohl~muzak.com and by mail of the original to: Muzak Holdings LLC c/o Muzak LLC 3318 Lakemont Boulevard Fort Mill, South Carolina 29715

11 Annex D Letter of Transmittal

CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION. To Be Designated Series B Preferred Stock

CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION. To Be Designated Series B Preferred Stock CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION To Be Designated Series B Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

More information

Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented)

Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Form: Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Description: This is a sample Letter of Intent for the acquisition

More information

CN - 1 $50,000 (YOUR COMPANY NAME HERE) CONVERTIBLE SUBORDINATED PROMISSORY NOTE

CN - 1 $50,000 (YOUR COMPANY NAME HERE) CONVERTIBLE SUBORDINATED PROMISSORY NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT

More information

Sixth Amended and Restated Certificate of Incorporation of Visa Inc.

Sixth Amended and Restated Certificate of Incorporation of Visa Inc. Sixth Amended and Restated Certificate of Incorporation of Visa Inc. Visa Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies that: 1.

More information

ARCH CAPITAL ADVISORS

ARCH CAPITAL ADVISORS ARCH CAPITAL ADVISORS TERM SHEET Mezzanine Debt This term sheet does not constitute an offer and is solely for discussion purposes. This term sheet shall not be construed as creating any obligations on

More information

NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS

NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS That the classes and any maximum number of shares that the Corporation is authorized to issue shall be: (b) (d) an unlimited number of shares of a

More information

Founder Stock Purchase Agreement

Founder Stock Purchase Agreement Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIAMI INTERNATIONAL HOLDINGS, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIAMI INTERNATIONAL HOLDINGS, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIAMI INTERNATIONAL HOLDINGS, INC. MIAMI INTERNATIONAL HOLDINGS. INC.. a corporation organized and existing under the laws of the State of Delaware

More information

Sale of Series A Preferred Stock Company XYZ

Sale of Series A Preferred Stock Company XYZ Sale of Series A Preferred Stock Company XYZ SUMMARY OF TERMS (17/03/2010) THIS TERM SHEET SUMMARIZES THE PRINCIPAL TERMS OF A PROPOSED PRIVATE PLACEMENT OF EQUITY SECURITIES IN XYZ (THE "COMPANY"). EXCEPTING

More information

RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION

RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION (including amendments through May 24, 2011) ARTICLE I The name of the corporation is Valero Energy Corporation. ARTICLE II The address

More information

WRITTEN CONSENT OF THE MANAGING MEMBER OF SM/STRATFOR PARTNERS, LLC. July 30, 2011

WRITTEN CONSENT OF THE MANAGING MEMBER OF SM/STRATFOR PARTNERS, LLC. July 30, 2011 WRITTEN CONSENT OF THE MANAGING MEMBER OF SM/STRATFOR PARTNERS, LLC July 30, 2011 The undersigned, being the managing member (the Managing Member ) of SM/Stratfor Partners, LLC (the Company ), a limited

More information

BUY-SELL AGREEMENT. AGREEMENT, made this _(1)_ day of (2), 19_(3)_, by and between. (4), (5), (6), hereinafter separately referred to as

BUY-SELL AGREEMENT. AGREEMENT, made this _(1)_ day of (2), 19_(3)_, by and between. (4), (5), (6), hereinafter separately referred to as BUY-SELL AGREEMENT The sample buy-sell agreement below is for information purposes only. Neither MEG Financial, Inc. nor any of its representatives offers legal or tax advice. Please consult your tax and

More information

Proposal to Purchase Stock of the Company PART ONE

Proposal to Purchase Stock of the Company PART ONE Seller A [Address] Seller B [Address] Re: Proposal to Purchase Stock of the Company Dear Sellers: This letter is intended to summarize the principal terms of a proposal being considered by (the "Buyer")

More information

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (As amended) 1 The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain

More information

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law As filed with the Department of State of the State

More information

FORM OF WARRANT TO PURCHASE COMMON STOCK

FORM OF WARRANT TO PURCHASE COMMON STOCK ANNEX D FORM OF WARRANT TO PURCHASE COMMON STOCK THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE

More information

ARCH CAPITAL ADVISORS

ARCH CAPITAL ADVISORS ARCH CAPITAL ADVISORS TERM SHEET Bridge Loan for PIPE This term sheet is among XYZ, Inc. ( Company ) and ABC Investments ( ABC ). Loan: Option: Bridge loan to the Company from ABC in the amount of $ (the

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event

More information

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER EXECUTION COPY AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this Agreement ), dated as of October 11, 2001, is by and among General Electric Company, a New York corporation ( Parent

More information

NOTICE OF MERGER AND APPRAISAL RIGHTS MERGE ACQUISITION CORP. MERGE HEALTHCARE INCORPORATED ETRIALS WORLDWIDE, INC.

NOTICE OF MERGER AND APPRAISAL RIGHTS MERGE ACQUISITION CORP. MERGE HEALTHCARE INCORPORATED ETRIALS WORLDWIDE, INC. NOTICE OF MERGER AND APPRAISAL RIGHTS MERGER OF MERGE ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF MERGE HEALTHCARE INCORPORATED WITH AND INTO ETRIALS WORLDWIDE, INC. To Former Holders of Record of Common

More information

TEMPLATE. Equity Investment Agreement

TEMPLATE. Equity Investment Agreement TEMPLATE Equity Investment Agreement THIS EQUITY INVESTMENT AGREEMENT (the "Agreement") is dated as of DATE (the "Effective Date") by and between, a Delaware business corporation, having an address at

More information

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT This Investment Advisory Agreement is entered into by and between CONFLUENCE INVESTMENT MANAGEMENT LLC, a Delaware limited liability company ( Adviser ), and the undersigned

More information

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME. The name of this corporation shall be Best Buy Co., Inc.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME. The name of this corporation shall be Best Buy Co., Inc. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME The name of this corporation shall be Best Buy Co., Inc. ARTICLE II REGISTERED OFFICE; REGISTERED AGENT The registered

More information

AMENDED AND RESTATED GUARANTEED INVESTMENT CONTRACT. by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP. as Guarantor LP.

AMENDED AND RESTATED GUARANTEED INVESTMENT CONTRACT. by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP. as Guarantor LP. Execution Version AMENDED AND RESTATED GUARANTEED INVESTMENT CONTRACT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager and GIC Provider

More information

175 TownPark Drive, Suite 400, Kennesaw, GA 30144 APPROVED UNDERWRITER AGREEMENT

175 TownPark Drive, Suite 400, Kennesaw, GA 30144 APPROVED UNDERWRITER AGREEMENT 175 TownPark Drive, Suite 400, Kennesaw, GA 30144 APPROVED UNDERWRITER AGREEMENT THIS APPROVED UNDERWRITER AGREEMENT (the Agreement ) is made and entered into as of this day of, 20, by and between, (the

More information

Term Sheet for Potential Investment by Strategic Investor

Term Sheet for Potential Investment by Strategic Investor Form: Term Sheet for Potential Investment by Strategic Investor Description: This is a very detailed term sheet for a prospective Preferred Stock investment in a private company, coupled with a strategic

More information

Amendment and Consent No. 2 (Morris County Renewable Energy Program, Series 2011)

Amendment and Consent No. 2 (Morris County Renewable Energy Program, Series 2011) Execution Version Amendment and Consent No. 2 (Morris County Renewable Energy Program, Series 2011) by and among MORRIS COUNTY IMPROVEMENT AUTHORITY, COUNTY OF MORRIS, NEW JERSEY, U.S. BANK NATIONAL ASSOCIATION

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC. Pursuant to Sections 242 and 245 of the General Corporation Law of Delaware Baxter International Inc., a corporation organized

More information

LADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND

LADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND Adopted by Board: May 21, 2002 Adopted by Shareholders: November 6, 2002 Amendments Approved by Compensation Committee: December 29, 2005 Amendment Approved by Board: September 15, 2006 Amendment Approved

More information

NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP SUBSCRIPTION AND SHAREHOLDERS AGREEMENT 1 NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP NOTICE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT This policy is issued by your risk retention group. Your risk retention group may not

More information

http://www.orrick.com/practices/emerging-companies/startup-forms/pages/disclaimer.aspx

http://www.orrick.com/practices/emerging-companies/startup-forms/pages/disclaimer.aspx Orrick's Technology Companies Group Start-Up Forms Library The attached document is part of the Start-Up Forms Library provided by Orrick's Technology Companies Group. By using/viewing the attached document,

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K ABBVIE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K ABBVIE INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event

More information

AMENDED AND RESTATED BANK ACCOUNT AGREEMENT. by and among. RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP. and

AMENDED AND RESTATED BANK ACCOUNT AGREEMENT. by and among. RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP. and Execution Version AMENDED AND RESTATED BANK ACCOUNT AGREEMENT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager, Account Bank and GIC

More information

VERSUS TECHNOLOGY, INC. A Delaware Corporation. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS to be held on April 29, 2016

VERSUS TECHNOLOGY, INC. A Delaware Corporation. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS to be held on April 29, 2016 VERSUS TECHNOLOGY, INC. A Delaware Corporation NOTICE OF SPECIAL MEETING OF SHAREHOLDERS to be held on April 29, 2016 To the Shareholders of Versus Technology, Inc.: A Special Meeting of Shareholders of

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION FIRST: NAME. The name of the Corporation is Science Applications International Corporation. SECOND: ADDRESS.

More information

TACTEX F1 PRIVATE EQUITY FUND LP SUMMARY OF PRINCIPAL TERMS

TACTEX F1 PRIVATE EQUITY FUND LP SUMMARY OF PRINCIPAL TERMS TACTEX F1 PRIVATE EQUITY FUND LP SUMMARY OF PRINCIPAL TERMS Certain terms and attributes of Tactex F1 Private Equity Fund LP (the Partnership ) are highlighted below. This summary is qualified in its entirety

More information

Vorpahl Wing Securities, Inc. Assets Management Agreement

Vorpahl Wing Securities, Inc. Assets Management Agreement Vorpahl Wing Securities, Inc. Assets Management Agreement Account : Account # IAR # This Assets Management Agreement together with the Schedules attached hereto, (collectively the Agreement ), is by and

More information

AGREEMENT AND PLAN OF MERGER BETWEEN. THE AMERICAN COLLEGE OF TRUST AND ESTATE COUNSEL FOUNDATION, INC. (a Delaware Nonprofit Nonstock Corporation),

AGREEMENT AND PLAN OF MERGER BETWEEN. THE AMERICAN COLLEGE OF TRUST AND ESTATE COUNSEL FOUNDATION, INC. (a Delaware Nonprofit Nonstock Corporation), AGREEMENT AND PLAN OF MERGER BETWEEN THE AMERICAN COLLEGE OF TRUST AND ESTATE COUNSEL FOUNDATION, INC. (a Delaware Nonprofit Nonstock Corporation), AND THE AMERICAN COLLEGE OF TRUST AND ESTATE COUNSEL

More information

SOUTH AFRICAN COMPANIES ACT: CHAPTER 5-112-116, 124 Fundamental Transactions, Takeovers And Offers

SOUTH AFRICAN COMPANIES ACT: CHAPTER 5-112-116, 124 Fundamental Transactions, Takeovers And Offers This document contains selected sections of the South African Companies Act and the Delaware General Corporation Law applicable to mergers and acquisitions. It is intended to be used in connection with

More information

RESTATED ARTICLES OF INCORPORATION OF CISCO SYSTEMS, INC., a California Corporation

RESTATED ARTICLES OF INCORPORATION OF CISCO SYSTEMS, INC., a California Corporation RESTATED ARTICLES OF INCORPORATION OF CISCO SYSTEMS, INC., a California Corporation The undersigned, John T. Chambers and Larry R. Carter, hereby certify that: ONE: They are the duly elected and acting

More information

FOREXer Advisory ADVISORY AGREEMENT. Last update of this DisclosureDocument is Aug 1 st, 2013.

FOREXer Advisory ADVISORY AGREEMENT. Last update of this DisclosureDocument is Aug 1 st, 2013. FOREXer Advisory ADVISORY AGREEMENT Last update of this DisclosureDocument is Aug 1 st, 2013. TRADING ADVISORY AGREEMENT This Trading Advisory Agreement (the Agreement ) is entered into as of the Date:-------------------by

More information

PIH INVESTMENTS, LLC INVESTMENT ADVISORY AGREEMENT

PIH INVESTMENTS, LLC INVESTMENT ADVISORY AGREEMENT PIH INVESTMENTS, LLC INVESTMENT ADVISORY AGREEMENT On this day of, in the year, by and between Pih Investments, LLC ( Advisor ) and ( Client ). WITNESSETH WHEREAS, the undersigned Client being duly authorized

More information

TITLE 114 LEGISLATIVE RULES INSURANCE COMMISSIONER SERIES 4 INSIDER TRADING OF EQUITY SECURITIES OF A DOMESTIC STOCK INSURANCE COMPANY

TITLE 114 LEGISLATIVE RULES INSURANCE COMMISSIONER SERIES 4 INSIDER TRADING OF EQUITY SECURITIES OF A DOMESTIC STOCK INSURANCE COMPANY TITLE 114 LEGISLATIVE RULES INSURANCE COMMISSIONER SERIES 4 INSIDER TRADING OF EQUITY SECURITIES OF A DOMESTIC STOCK INSURANCE COMPANY 114-4-1. General. 1.1. Scope. -- The purpose of this regulation is

More information

SECURED DEMAND NOTE COLLATERAL AGREEMENT

SECURED DEMAND NOTE COLLATERAL AGREEMENT SECURED DEMAND NOTE COLLATERAL AGREEMENT This Secured Demand Note Collateral Agreement (the "Agreement") is effective as of the day of, 20 by and between the "Lender") and (the "Borrower"), who mutually

More information

STOCK PURCHASE AGREEMENT 1

STOCK PURCHASE AGREEMENT 1 STOCK PURCHASE AGREEMENT 1 This Stock Purchase Agreement (this Agreement ) is made as of *[Date] (the Effective Date ) by and between *[Company Name], a *[State Of Incorporation] corporation (the Company

More information

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001)

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) (Originally incorporated on November 25, 1986, under the name CL Acquisition Corporation) FIRST. The

More information

MASTER SERVICES AGREEMENT - DIGITAL ADVERTISING SERVICES

MASTER SERVICES AGREEMENT - DIGITAL ADVERTISING SERVICES MASTER SERVICES AGREEMENT - DIGITAL ADVERTISING SERVICES MASTER SERVICES AGREEMENT This Master Services Agreement (the Agreement ) shall govern the provision of services to the undersigned client (the

More information

2 of 8 10/18/2012 1:12 PM

2 of 8 10/18/2012 1:12 PM 2 of 8 10/18/2012 1:12 PM Exhibit 10.11 EXECUTION COPY SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENT This SALARIED EMPLOYEE LIABILITIES ASSUMPTION AGREEMENT ( Agreement ) is made on the 22nd day of

More information

Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT

Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT THIS Series B, C and D PREFERRED STOCK PURCHASE AGREEMENT (this Agreement ) is made as of, by and between Sacramento

More information

PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings:

PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings: PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN 1. PURPOSE OF THE PLAN Pan American Silver Corp. (the Company ) hereby amends and restates its stock option and compensation share plan

More information

CUSTOMER LIST PURCHASE AGREEMENT BY AND BETWEEN RICHARD PENNER SELLER. and S&W SEED COMPANY BUYER

CUSTOMER LIST PURCHASE AGREEMENT BY AND BETWEEN RICHARD PENNER SELLER. and S&W SEED COMPANY BUYER EXHIBIT 10.1 CUSTOMER LIST PURCHASE AGREEMENT BY AND BETWEEN RICHARD PENNER as SELLER and S&W SEED COMPANY as BUYER CUSTOMER LIST PURCHASE AGREEMENT THIS CUSTOMER LIST PURCHASE AGREEMENT ( Agreement )

More information

NOTICE OF MERGER of FSM DELAWARE, INC. with SAKER HOLDINGS CORP. To the Former Holders of Record of Common Stock of FSM-Delaware, Inc.

NOTICE OF MERGER of FSM DELAWARE, INC. with SAKER HOLDINGS CORP. To the Former Holders of Record of Common Stock of FSM-Delaware, Inc. NOTICE OF MERGER of FSM DELAWARE, INC. with SAKER HOLDINGS CORP. To the Former Holders of Record of Common Stock of FSM-Delaware, Inc.: NOTICE IS HEREBY GIVEN, pursuant to Section 262(d) of the General

More information

mabc Investment Advisors, LLC PO Box 71 1322 Houston, TX 77271 Tel: 713-777-0260 7914 Candle Ln Houston, TX 77071 Cell: 713-516-2310

mabc Investment Advisors, LLC PO Box 71 1322 Houston, TX 77271 Tel: 713-777-0260 7914 Candle Ln Houston, TX 77071 Cell: 713-516-2310 REGULAR NON-DISCRETIONARY INVESTMENT ADVISORY SERVICES AGREEMENT AGREEMENT, made this day of, 20 between the undersigned party, whose mailing address is (hereinafter referred to as the Client ), and mabc

More information

BUY-SELL AGREEMENT. WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the Corporation, and

BUY-SELL AGREEMENT. WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the Corporation, and BUY-SELL AGREEMENT AGREEMENT, made this (1) day of (2), (3), by and between (4), (5), (6), hereinafter separately referred to as "Stockholder", and jointly as "Stockholders", and (7), a (8) corporation,

More information

Sec. 38a-124 page 1 (9-98)

Sec. 38a-124 page 1 (9-98) Sec. 38a-124 page 1 (9-98) TABLE OF CONTENTS Insider Trading of Domestic Stock Insurance Company Equity Securities Definition of certain terms... 38a-124-1 Definition of securities held of record... 38a-124-2

More information

INVESTMENT ADVISORY AGREEMENT. Horizon Investments, LLC Lifetime Income Strategy

INVESTMENT ADVISORY AGREEMENT. Horizon Investments, LLC Lifetime Income Strategy INVESTMENT ADVISORY AGREEMENT Horizon Investments, LLC Lifetime Income Strategy This agreement (the Agreement ) for investment management services is entered into by and between HORIZON INVESTMENTS, LLC

More information

DISCRETIONARY INVESTMENT ADVISORY AGREEMENT

DISCRETIONARY INVESTMENT ADVISORY AGREEMENT DISCRETIONARY INVESTMENT ADVISORY AGREEMENT This Discretionary Investment Advisory Agreement (this Agreement ) is between (the "Client") and LEONARD L. GOLDBERG d/b/a GOLDBERG CAPITAL MANAGEMENT, a sole

More information

Delaware PAGE I. The First State

Delaware PAGE I. The First State Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

More information

NORTHERN FREEGOLD RESOURCES LTD.

NORTHERN FREEGOLD RESOURCES LTD. 1. PURPOSE OF THE PLAN NORTHERN FREEGOLD RESOURCES LTD. 2012 STOCK OPTION PLAN The Company hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees

More information

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law Dynegy Inc., a corporation duly organized and validly existing under

More information

[COMPANY NAME] STOCK PURCHASE AGREEMENT

[COMPANY NAME] STOCK PURCHASE AGREEMENT [COMPANY NAME] STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of the day of, 2015, (the Effective Date ) by and between [COMPANY NAME] (the Company ), and SOSV a company

More information

INTERNATIONAL MONTORO RESOURCES INC. (the "Company") STOCK OPTION PLAN. Unless otherwise defined, all capitalized terms are as defined below.

INTERNATIONAL MONTORO RESOURCES INC. (the Company) STOCK OPTION PLAN. Unless otherwise defined, all capitalized terms are as defined below. #600 625 Howe Street, Vancouver, BC, V6C 2T6 Ph: (604) 683-6648 - Fax: (604) 683-1350 - E-Mail: montoro@telus.net www.montororesources.com 1. PURPOSE OF THE PLAN INTERNATIONAL MONTORO RESOURCES INC. (the

More information

Restated Certificate of Incorporation

Restated Certificate of Incorporation Restated Certificate of Incorporation ARTICLE I The name of the corporation (which is hereinafter referred to as the "Corporation") is: Tupperware Brands Corporation ARTICLE II The address of the Corporation's

More information

Re: Request for No-Action Letter on behalf of FSP Phoenix Tower Corp. and FSP Phoenix Tower Corp. Liquidating Trust

Re: Request for No-Action Letter on behalf of FSP Phoenix Tower Corp. and FSP Phoenix Tower Corp. Liquidating Trust Michael J. LaCascia +1 617 526 6671 (t) +1 617 526 5000 (f) michael.lacascia@wilmerhale.com Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E.

More information

RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011]

RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011] RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011] Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

More information

NON EXCLUSIVE BROKER REFERRAL AGREEMENT

NON EXCLUSIVE BROKER REFERRAL AGREEMENT NON EXCLUSIVE BROKER REFERRAL AGREEMENT THIS NON-EXCLUSIVE BROKER REFERRAL AGREEMENT (this Broker Contract ) is made this day of, 2013 by and between [NAME] (herein after called the "IFPG FRANCHISE CONSULTANT/BROKER

More information

NON-DISCRETIONARY ADVISORY AGREEMENT

NON-DISCRETIONARY ADVISORY AGREEMENT NON-DISCRETIONARY ADVISORY AGREEMENT THIS NON-DISCRETIONARY ADVISORY AGREEMENT is made by and between the undersigned (the Client ) and Values First Advisors, Inc. (the Advisor ). The Client hereby retains

More information

AGREEMENT OF PURCHASE AND SALE

AGREEMENT OF PURCHASE AND SALE AGREEMENT OF PURCHASE AND SALE This Agreement of Purchase and sale ( Agreement Buyer Agency Agreement ( Agreement ), dated as of,is made by and between: ( Buyer or Lessee ), whose address is, telephone

More information

Orrick's Technology Companies Group Start-Up Forms Library

Orrick's Technology Companies Group Start-Up Forms Library Orrick's Technology Companies Group Start-Up Forms Library The attached document is part of the Start-Up Forms Library provided by Orrick's Technology Companies Group. By using/viewing the attached document,

More information

C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION. FIRST: The name of the corporation is C. R. BARD, INC.

C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION. FIRST: The name of the corporation is C. R. BARD, INC. C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION Pursuant to the provisions of Section 14A:9-5, Corporations, General, of the New Jersey Statutes, the undersigned Corporation hereby executes the

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D. Under the Securities Exchange Act of 1934. LRR Energy, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D. Under the Securities Exchange Act of 1934. LRR Energy, L.P. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LRR Energy, L.P. (Name of Issuer) Common Units Representing Limited Partner

More information

RESTATED CERTIFICATE OF INCORPORATION OF CHEVRON CORPORATION

RESTATED CERTIFICATE OF INCORPORATION OF CHEVRON CORPORATION RESTATED CERTIFICATE OF INCORPORATION OF CHEVRON CORPORATION Chevron Corporation, a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies as follows:

More information

Exhibit 2.01 CERTIFICATE OF MERGER. PREMCOR INC. (a Delaware corporation) with and into. VALERO ENERGY CORPORATION (a Delaware corporation)

Exhibit 2.01 CERTIFICATE OF MERGER. PREMCOR INC. (a Delaware corporation) with and into. VALERO ENERGY CORPORATION (a Delaware corporation) Exhibit 2.01 CERTIFICATE OF MERGER of PREMCOR INC. (a Delaware corporation) with and into VALERO ENERGY CORPORATION (a Delaware corporation) Pursuant to the provisions of Section 251(c) of the General

More information

DISTRIBUTION REINVESTMENT PLAN TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST

DISTRIBUTION REINVESTMENT PLAN TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST Purpose DISTRIBUTION REINVESTMENT PLAN of TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST The Distribution Reinvestment Plan (the Plan ) provides eligible holders of trust units ( Trust Units ) of True

More information

DESCRIPTION OF THE PLAN

DESCRIPTION OF THE PLAN DESCRIPTION OF THE PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide eligible record owners of common stock of the Company with a simple and convenient means of investing

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY ORIGINAL CERTIFICATE OF INCORPORATION FILED WITH SECRETARY OF STATE OF DELAWARE ON JULY 29, 1993; AMENDMENTS FILED ON DECEMBER

More information

CERTIFICATE OF DESIGNATION OF TERMS OF NON-CUMULATIVE CONVERTIBLE SERIES 2004-1 PREFERRED STOCK

CERTIFICATE OF DESIGNATION OF TERMS OF NON-CUMULATIVE CONVERTIBLE SERIES 2004-1 PREFERRED STOCK CERTIFICATE OF DESIGNATION OF TERMS OF NON-CUMULATIVE CONVERTIBLE SERIES 2004-1 PREFERRED STOCK 1. Designation, Par Value and Number of Shares. The designation of the series of preferred stock of the Federal

More information

Agent Agreement WITNESSETH

Agent Agreement WITNESSETH PATRIOT NATIONAL UNDERWRITERS, INC. Agent Agreement THIS AGENT AGREEMENT (the Agreement ) is made and entered into by and between Patriot National Underwriters, Inc., a Texas corporation ( Patriot ), and

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHABET INC. a Delaware Corporation

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHABET INC. a Delaware Corporation AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHABET INC. a Delaware Corporation Alphabet Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ),

More information

PRIME BROKERAGE CLEARANCE SERVICES AGREEMENT SIA FORM 151

PRIME BROKERAGE CLEARANCE SERVICES AGREEMENT SIA FORM 151 Legent Clearing Account Number PRIME BROKERAGE CLEARANCE SERVICES AGREEMENT SIA FORM 151 1 LC12 07/05 Customer Agreement for Prime Brokerage Clearance Services: Customer Name: Account Number: This Agreement

More information

LETTER OF TRANSMITTAL TO SURRENDER SHARES OF STOCK OF

LETTER OF TRANSMITTAL TO SURRENDER SHARES OF STOCK OF LETTER OF TRANSMITTAL TO SURRENDER SHARES OF STOCK OF AUTOESL DESIGN TECHNOLOGIES, INC. This Letter of Transmittal is being delivered to each record holder of shares of capital stock (the Stock ) of AutoESL

More information

RESTATED CERTIFICATE OF INCORPORATION OF ROCKWELL COLLINS, INC.

RESTATED CERTIFICATE OF INCORPORATION OF ROCKWELL COLLINS, INC. RESTATED CERTIFICATE OF INCORPORATION OF ROCKWELL COLLINS, INC. FIRST: The name of the Corporation is Rockwell Collins, Inc. SECOND: The Corporation's registered office in the State of Delaware is located

More information

Orrick's Emerging Companies Group Start-Up Forms Library

Orrick's Emerging Companies Group Start-Up Forms Library Orrick's Emerging Companies Group Start-Up Forms Library The attached document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group. By using/viewing the attached document,

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC. AQUABOUNTY TECHNOLOGIES, INC., a corporation organized and existing under the laws of the state of Delaware (the Corporation

More information

(c) Management Company Employees Options may also be granted to individuals (hereinafter referred to as Management Company Employees ) employed by a

(c) Management Company Employees Options may also be granted to individuals (hereinafter referred to as Management Company Employees ) employed by a POET TECHNOLOGIES INC. (the Corporation ) (formerly OPEL Technologies Inc. ) 2014 STOCK OPTION PLAN (the Plan ) 1. Purpose of the Plan The purpose of the Plan is to assist the Corporation in attracting,

More information

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT This Agreement is between the undersigned individual or entity ( Client ) and Van Meter Associates, LLC ( Adviser ). The parties agree as follows: 1. Appointment of Manager.

More information

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE FOLLOWS] [ ] TERM SHEET FOR SUBORDINATED VARIABLE PAYMENT DEBT (DEMAND DIVIDEND) THIS TERM SHEET outlines the principal terms of a proposed financing for [ ] (hereafter, the Company ), a [ ] corporation by [ ]

More information

PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004)

PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004) PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004) 1. Purpose. The purpose of the Perceptron, Inc. Employee Stock Purchase Plan (the Plan ) is to promote the best interests

More information

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this Agreement ) is made as of, 2014, by the United States Marshals Service (the USMS ), on behalf of the United States, and ( Purchaser )

More information

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT This Investment Advisory Agreement sets forth the terms upon which Client engages Grossman Financial Management as a financial and investment advisor. Agreement The undersigned

More information

Written Consent of Directors (Asset Purchase Agreement for sale of company s assets)

Written Consent of Directors (Asset Purchase Agreement for sale of company s assets) (Asset Purchase Agreement for sale of company s assets) Document 1115A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers

More information

CLEARING MEMBERSHIP AGREEMENT

CLEARING MEMBERSHIP AGREEMENT CLEARING MEMBERSHIP AGREEMENT DATED between LCH.CLEARNET LLC and LCH.CLEARNET LIMITED 17 State Street, 28th floor, New York, NY 10004 Telephone: +1 (212) 513-8282 Website: www.lchclearnet.com In consideration

More information

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this Agreement ) is made as of, 2015, by and between Histogen Inc., a Delaware corporation (the Company ), and (hereinafter referred to as the Investor

More information

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WEST PHARMACEUTICAL SERVICES, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WEST PHARMACEUTICAL SERVICES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WEST PHARMACEUTICAL SERVICES, INC. 1. The name of the Corporation is West Pharmaceutical Services, Inc. 2. The location and post office address of the

More information

Cherry Hills Investment Advisors INVESTMENT ADVISORY CONTRACT

Cherry Hills Investment Advisors INVESTMENT ADVISORY CONTRACT Cherry Hills Investment Advisors INVESTMENT ADVISORY CONTRACT THIS INVESTMENT ADVISORY CONTRACT (this Agreement ) is made as of the Effective Date (defined below), between, whose address is and whose email

More information

COLLABORATION AGREEMENT

COLLABORATION AGREEMENT COLLABORATION AGREEMENT This Collaboration Agreement ( Agreement ) is made by and between Microryza Inc., a Delaware corporation (the Company ) and, a Delaware Corporation (the University ) (together with

More information

INVESTMENT MANAGEMENT SERVICES AGREEMENT

INVESTMENT MANAGEMENT SERVICES AGREEMENT INVESTMENT MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT is made this day of, 20 by and between I.Q. Trends Private Client Asset Management (the Advisor ), a California corporation, whose principal place

More information

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY REDWOOD MORTGAGE INVESTORS IX, LLC A DELAWARE LIMITED LIABILITY COMPANY

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY REDWOOD MORTGAGE INVESTORS IX, LLC A DELAWARE LIMITED LIABILITY COMPANY EXHIBIT 4.1 SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY REDWOOD MORTGAGE INVESTORS IX, LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned hereby applies to purchase units in REDWOOD MORTGAGE INVESTORS

More information

BMA ADVISORS, LLC Investment Advisory Agreement

BMA ADVISORS, LLC Investment Advisory Agreement BMA ADVISORS, LLC Investment Advisory Agreement 608 Silver Spur Road, Suite 100, Rolling Hills Estates, CA 90274 This agreement describes the relationship between BMA Advisors, LLC (hereinafter BMA ) and

More information