0000950123-10-043696 Sample Contracts

AGREEMENT
Agreement • May 4th, 2010 • IronPlanet Inc. • Services-business services, nec • California

This Agreement, dated January 1, 2010, is between IronPlanet, Inc., a Delaware corporation with its principal place of business at 4695 Chabot Drive, Suite 102, Pleasanton, California 94588 (“IronPlanet”), Caterpillar Financial Services Corporation, a Delaware corporation with its principal place of business at 2120 West End Avenue, Nashville, Tennessee 37203 and its wholly-owned subsidiaries (“CFSC”), and Caterpillar Used Equipment Services Inc., a Delaware corporation with its principal place of business at 2120 West End Avenue, Nashville, Tennessee 37203 (“CUESI”). CFSC and CUESI are collectively referred to herein as “Cat Financial”.

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IRONPLANET, INC.
IronPlanet Inc. • May 4th, 2010 • Services-business services, nec

This letter will confirm our agreement with you in connection with your equity interest in IronPlanet, Inc., a Delaware corporation (the “Company”), and effective as of March 15, 2010, Komatsu America Corp. (the “Investor”) will be entitled to the following board observer rights.

Effective Date: [Seller Name] [Seller Title] [Company Name] [Company Address] Re: Preferred Provider Agreement with IronPlanet for Auction Services Dear Mr./Ms. [Seller Name],
IronPlanet Inc. • May 4th, 2010 • Services-business services, nec

This letter represents IronPlanet, Inc.’s proposal to be designated a preferred provider of auction services by [Company Name] (“Seller”). IronPlanet will provide our market leading on-line equipment auction services to [Company Name] on a commission rate structure that is a discount to our normal rates. Our auction services will be available to any [Company Name] operation or location throughout North America under the terms of this agreement.

IRONPLANET.COM, INC. THIRD AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • May 4th, 2010 • IronPlanet Inc. • Services-business services, nec • California

This Third Amended and Restated Voting Agreement (the “Agreement”) is made as of the 27th day of September 2000, by and among IronPlanet.com, Inc., a Delaware corporation (the “Company”), Reza Bundy Saadlou (the “Founder”), the holders of Common Stock listed on Exhibit A (collectively, the “Common Holders” and individually, the “Common Holder”), and the holders of shares of Preferred Stock listed on Exhibit B (collectively, the “Investors” and individually, the “Investor”).

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