Supplemental Indenture No. 3 Dated as of March 18, 2003Boston Properties LTD Partnership • May 13th, 2003 • Real estate investment trusts • New York
BOSTON PROPERTIES LIMITED PARTNERSHIP ISSUER to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE Supplemental Indenture No. 22 Dated as of March 16, 2021 of 2.550% Senior Notes due 2032Boston Properties LTD Partnership • March 16th, 2021 • Real estate investment trusts • New York
THIS SUPPLEMENTAL INDENTURE NO. 22, dated as of March 16, 2021 (the “Twenty-Second Supplemental Indenture”), between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
BOSTON PROPERTIES LIMITED PARTNERSHIP 3.400% SENIOR NOTES DUE 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2019 • Boston Properties LTD Partnership • Real estate investment trusts • New York
750,000,000 BOSTON PROPERTIES LIMITED PARTNERSHIP 6.500% SENIOR NOTES DUE 2034 UNDERWRITING AGREEMENTBoston Properties LTD Partnership • May 15th, 2023 • Real estate investment trusts • New York
SALES AGENCY FINANCING AGREEMENTBoston Properties LTD Partnership • May 18th, 2023 • Real estate investment trusts • New York
Each of Boston Properties, Inc., a Delaware corporation (the “Company”), and Boston Properties Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirms its agreement with [[•] (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and] [•] (in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Issuance Shares (as defined below) hereunder, the “Agent” [and, in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, the “Forward Seller”]), as stated in this sales agency financing agreement (as the same may be amended or supplemented from time to time, this “Agreement”) as follows:
FIRST AMENDMENT TO NINTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 6th, 2023 • Boston Properties LTD Partnership • Real estate investment trusts • New York
This NINTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 15th day of June, 2021 (the “Effective Date”), by and among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“BPLP” or the “Borrower”), having its principal place of business at 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199; BANK OF AMERICA, N.A. (“BOA”), JPMORGAN CHASE BANK, N.A. (“JPChase”), and the other Banks (as such term is defined below) listed on Schedule 1 hereto or which may become parties hereto pursuant to the terms hereof; BOA, as Administrative Agent for itself and each other Bank; and BOA and JPChase, as Fronting Banks (as such term is defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • Boston Properties LTD Partnership • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made the 4th day of November 2023, by and between Owen D. Thomas (“Executive”) and Boston Properties, Inc., a Delaware corporation, with its principal executive office located at 800 Boylston Street, Boston, Massachusetts 02199 (together with its subsidiaries, the “Company”).
BOSTON PROPERTIES LIMITED PARTNERSHIP as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SUPPLEMENTAL INDENTURE NO. 7 Dated as of August 19, 2008 3.625% Exchangeable Senior Notes due 2014Boston Properties LTD Partnership • August 20th, 2008 • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE NO. 7 dated as of August 19, 2008 (the “Seventh Supplemental Indenture”) between Boston Properties Limited Partnership, a Delaware limited partnership, as issuer (hereinafter called the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (hereinafter called the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 9th, 2004 • Boston Properties LTD Partnership • Real estate investment trusts • Delaware
This Agreement made and entered into this day of May, 2004 (the “Agreement”), by and among Boston Properties, Inc., a Delaware corporation (“BXP,” which term shall include any Entity (as hereinafter defined) controlled directly or indirectly by BXP), Boston Properties Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and (the “Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of BXP and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indeminitee hereunder permitted by applicable law and regulations.
BOSTON PROPERTIES, INC. Company BOSTON PROPERTIES LIMITED PARTNERSHIP Guarantor TO THE BANK OF NEW YORK TRUST COMPANY, N.A. TrusteeBoston Properties LTD Partnership • July 25th, 2007 • Real estate investment trusts • New York
INDENTURE, dated as of [ ] among BOSTON PROPERTIES, INC., a real estate investment trust organized under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at The Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199, BOSTON PROPERTIES LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (hereinafter called the “Guarantor”), having its principal office at The Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02119, and The Bank of New York Trust Company, N.A., a national banking association, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at 222 Berkeley Street, 2nd Floor, Boston, Massachusetts 02216.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2008 • Boston Properties LTD Partnership • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of August 19, 2008 among BOSTON PROPERTIES, INC., a Delaware Corporation (the “Parent”), BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and MORGAN STANLEY & CO. INCORPORATED, J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as the representatives of the initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2018 • Boston Properties LTD Partnership • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the 2nd day of January, 2018 by and between John F. Powers (“Employee”) and Boston Properties, Inc., a Delaware corporation, with its principal executive office located at 800 Boylston Street, Boston, Massachusetts 02199-8103 (together with its subsidiaries, the “Company”).
BOSTON PROPERTIES LIMITED PARTNERSHIP UNDERWRITING AGREEMENTBoston Properties LTD Partnership • April 6th, 2006 • Real estate investment trusts • New York
Boston Properties Limited Partnership, a Delaware limited partnership (the “Company”), proposes to issue and sell to you, as Underwriter (the “Underwriter”), $400,000,000 principal amount of its 3.75% Exchangeable Senior Notes due 2036 (the “Firm Securities”) and has granted you an option to purchase up to an additional $60,000,000 principal amount of its 3.75% Exchangeable Senior Notes due 2036, solely to cover over-allotments (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be issued pursuant to the Indenture dated as of December 13, 2002 between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture relating to the Securities to be dated as of March 31, 2006 between the Company and the Trustee (collectively, the “Indenture”). The Securities will be issued in book-entry form and will be iss
to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE Supplemental Indenture No. 21 Dated as of May 5, 2020 of 3.250% Senior Notes due 2031Boston Properties LTD Partnership • May 5th, 2020 • Real estate investment trusts • New York
THIS SUPPLEMENTAL INDENTURE NO. 21, dated as of May 5, 2020 (the “Twenty-First Supplemental Indenture”), between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
BOSTON PROPERTIES LIMITED PARTNERSHIP PURCHASE AGREEMENTPurchase Agreement • February 6th, 2007 • Boston Properties LTD Partnership • Real estate investment trusts • New York
Boston Properties Limited Partnership, a Delaware limited partnership (the “Company”), proposes to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $750,000,000 principal amount of its 2.875% Exchangeable Senior Notes due 2037 (the “Firm Securities”) and has granted you an option to purchase up to an additional $112,500,000 principal amount of its 2.875% Exchangeable Senior Notes due 2037, solely to cover over-allotments (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be issued pursuant to the Indenture dated as of December 13, 2002 between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 6 relating to the Securities to be dated as of February 6, 2007 between the Company and the Trustee (collectively, the “Indenture”). The Securities will be issued in book-entry f
BOSTON PROPERTIES LIMITED PARTNERSHIP ISSUER to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE Supplemental Indenture No. 25 Dated as of May 15, 2023 of 6.500% Senior Notes due 2034Boston Properties LTD Partnership • May 15th, 2023 • Real estate investment trusts • New York
THIS SUPPLEMENTAL INDENTURE NO. 25, dated as of May 15, 2023 (the “Twenty-Fifth Supplemental Indenture”), between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
Boston Properties Limited Partnership One Hundred Forty-Ninth Amendment to Second Amended and Restated Agreement of Limited PartnershipBoston Properties LTD Partnership • February 28th, 2018 • Real estate investment trusts
This One Hundred Forty-Ninth Amendment is made as of December 15, 2017 by Boston Properties, Inc., a Delaware corporation, as general partner (the “General Partner” or the “Company”) of Boston Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), for the purpose of amending the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated June 29, 1998, as amended (the “Partnership Agreement”). All capitalized terms used herein and not defined shall have the respective meanings assigned to them in the Partnership Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2024 • Boston Properties LTD Partnership • Real estate investment trusts
This NINTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 15th day of June, 2021 (the “Effective Date”), by and among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“BPLP” or the “Borrower”), having its principal place of business at 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199; BANK OF AMERICA, N.A. (“BOA”), JPMORGAN CHASE BANK, N.A. (“JPChase”), and the other Banks (as such term is defined below) listed on Schedule 1 hereto or which may become parties hereto pursuant to the terms hereof; BOA, as Administrative Agent for itself and each other Bank; and BOA and JPChase, as Fronting Banks (as such term is defined below).
SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among BOSTON PROPERTIES LIMITED PARTNERSHIP and THE BANKS HEREIN IDENTIFIED and BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND FRONTING BANK and JP MORGAN CHASE BANK, N.A. AS...Credit Agreement • June 27th, 2011 • Boston Properties LTD Partnership • Real estate investment trusts • New York
This SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of the 24th day of June, 2011 (the “Effective Date”), by and among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“BPLP” or the “Borrower”), having its principal place of business at 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199; BANK OF AMERICA, N.A. (“BOA”), having a principal place of business at 315 Montgomery Street, San Francisco, CA 94104, JP MORGAN CHASE BANK, N.A. (“JPChase”), having a principal place of business at 270 Park Avenue, New York, NY 10017, and the other lending institutions listed on Schedule 1 hereto or which may become parties hereto pursuant to §20 (individually, a “Bank” and collectively, the “Banks”); BOA, as Administrative Agent (“Agent” or “Administrative Agent” herein) for itself and each other Bank; JPChase, as Syndication Agent; THE BANK OF NEW YORK MELLON, DEUTSCHE BANK SECURITIES INC. and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents;
SEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among BOSTON PROPERTIES LIMITED PARTNERSHIP and THE BANKS HEREIN IDENTIFIED and BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT, and BANC OF AMERICA SECURITIES LIMITED BANK OF AMERICA, N.A., CANADA...Assignment and Assumption • July 29th, 2013 • Boston Properties LTD Partnership • Real estate investment trusts • New York
This SEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of the 26th day of July, 2013 (the “Effective Date”), by and among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“BPLP” or the “Borrower”), having its principal place of business at 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199; BANK OF AMERICA, N.A. (“BOA”), having a principal place of business at 315 Montgomery Street, San Francisco, CA 94104, JPMORGAN CHASE BANK, N.A. (“JPChase”), having a principal place of business at 270 Park Avenue, New York, NY 10017, and the other lending institutions listed on Schedule 1 hereto or which may become parties hereto pursuant to §20 (individually, a “Bank” and collectively, the “Banks”); BOA, as Administrative Agent for itself and each other Bank (in such capacity, the “Agent” or “Administrative Agent”); BOA, as U.S. Swingline Lender and Fronting Bank (as each such term is defined below); BANC OF AMERICA SECURITIES LIMITED and BANK OF AM
Page ---- RECITALS OF THE COMPANY......................................................................1 ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................1 SECTION 1.01....Boston Properties LTD Partnership • August 8th, 2003 • Real estate investment trusts • New York
THIRD AMENDMENT TO NINTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2024 • Boston Properties LTD Partnership • Real estate investment trusts
This THIRD AMENDMENT TO NINTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 2, 2024 (the “Third Amendment Effective Date”), among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), each of the Banks party hereto and BANK OF AMERICA, N.A., as administrative agent for itself and each other Bank (in such capacity, the “Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2020 • Boston Properties LTD Partnership • Real estate investment trusts • Delaware
This Agreement made and entered into this ____ day of ______ (the “Agreement”), by and among Boston Properties, Inc., a Delaware corporation (“BXP”), Boston Properties Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and ____________ (“Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of BXP and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.
EXHIBIT 10.2 LONG TERM INCENTIVE PLAN (LTIP) UNIT VESTING AGREEMENT UNDER THE BOSTON PROPERTIES, INC. 1997 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: _____________________ No. of LTIP Units: ________________________ Purchase Price per Unit: $.25...Boston Properties LTD Partnership • August 14th, 2003 • Real estate investment trusts • Delaware
Boston Properties Limited Partnership Two Hundred Nineteenth Amendment to Second Amended and Restated Agreement of Limited PartnershipBoston Properties LTD Partnership • June 20th, 2024 • Real estate investment trusts
This Two Hundred Nineteenth Amendment (“Amendment”) is made as of June 20, 2024 by Boston Properties, Inc., a Delaware corporation, as general partner (the “General Partner” or the “Company”) of Boston Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), for the purpose of amending the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated June 29, 1998, as amended (the “Partnership Agreement”). All capitalized terms used herein and not defined shall have the respective meanings assigned to them in the Partnership Agreement.
BOSTON PROPERTIES LIMITED PARTNERSHIP TO THE BANK OF NEW YORK TRUST COMPANY, N.A. TrusteeBoston Properties LTD Partnership • July 25th, 2007 • Real estate investment trusts • New York
INDENTURE, dated as of [ ], between BOSTON PROPERTIES LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at The Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts, 02199 and The Bank of New York Trust Company, N.A.,a national banking association, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at 222 Berkeley Street, 2nd Floor, Boston, Massachusetts 02216.
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 5th, 2024 • Boston Properties LTD Partnership • Real estate investment trusts
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 2, 2024 (the “First Amendment Effective Date”), among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), each of the Banks party hereto and BANK OF AMERICA, N.A., as administrative agent for itself and each other Bank (in such capacity, the “Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 18th, 2014 • Boston Properties LTD Partnership • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of September, 2014, by and between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), and , a (“Purchaser”).
BOSTON PROPERTIES LIMITED PARTNERSHIP ISSUER to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE Supplemental Indenture No. 26 Dated as of August 26, 2024 ofBoston Properties LTD Partnership • August 26th, 2024 • Real estate investment trusts • New York
THIS SUPPLEMENTAL INDENTURE NO. 26, dated as of August 26, 2024 (the “Twenty-Sixth Supplemental Indenture”), between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
EXHIBIT 10.1 BOSTON PROPERTIES LIMITED PARTNERSHIP Forty-Seventh Amendment to Agreement of Limited Partnership This Amendment is made as of April 11, 2003, by BOSTON PROPERTIES, INC., a Delaware corporation, as general partner (the "GENERAL PARTNER"...Boston Properties LTD Partnership • August 14th, 2003 • Real estate investment trusts
BOSTON PROPERTIES LIMITED PARTNERSHIP ISSUER to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE Supplemental Indenture No. 23 Dated as of September 29, 2021 of 2.450% Senior Notes due 2033Boston Properties LTD Partnership • September 29th, 2021 • Real estate investment trusts • New York
THIS SUPPLEMENTAL INDENTURE NO. 23, dated as of September 29, 2021 (the “Twenty-Third Supplemental Indenture”), between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
Second Amended And Restated EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2023 • Boston Properties LTD Partnership • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the 28th day of February 2023 (the “Effective Date”) by and between Raymond A. Ritchey (“Employee”) and Boston Properties, Inc., a Delaware corporation, with its principal executive office located at 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103 (together with its subsidiaries, the “Company”).
CREDIT AGREEMENT among BOSTON PROPERTIES LIMITED PARTNERSHIP and THE BANKS HEREIN IDENTIFIED and BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT with JPMORGAN CHASE BANK, N.A. AS SYNDICATION AGENT BOFA SECURITIES, INC. and JPMORGAN CHASE BANK, N.A. AS...Credit Agreement • January 9th, 2023 • Boston Properties LTD Partnership • Real estate investment trusts
This CREDIT AGREEMENT is made as of the 4th day of January 2023 (the “Effective Date”), by and among BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“BPLP” or the “Borrower”), having its principal place of business at 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199; BANK OF AMERICA, N.A. (“BOA”), JPMORGAN CHASE BANK, N.A. (“JPChase”), and the other Banks (as such term is defined below) listed on Schedule 1 hereto or which may become parties hereto pursuant to the terms hereof; BOA, as Administrative Agent for itself and each other Bank.
850,000,000 BOSTON PROPERTIES LIMITED PARTNERSHIP 5.750% SENIOR NOTES DUE 2035 UNDERWRITING AGREEMENTBoston Properties LTD Partnership • August 26th, 2024 • Real estate investment trusts • New York
March 9, 2016Boston Properties LTD Partnership • May 6th, 2016 • Real estate investment trusts
This letter (this “Amendment”) amends the terms of that certain Transition Benefits Agreement dated March 10, 2013 (the “Agreement”), between Boston Properties, Inc. (the “Company”) and you as supplemented by that certain letter agreement, dated March 9, 2015 (the “Letter Agreement”), between the Company and you. All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement or the Letter Agreement, as applicable. In connection with your transition from Chairman of the Board to Chairman Emeritus of the Company as of the end of your current term as a director on the date of the Company’s 2016 annual meeting of stockholders, you and the Company agree as follows:
