Director Appointment Agreement Sample Contracts

DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas

This Director Appointment Agreement (this “Agreement”) is entered into this 14th day of July, 2008, (“Commencement Date”) between Resaca Exploitation, Inc., a Texas corporation (the “Company”), and James Perry Bryan, Jr., who has agreed to serve as a director of the Company (“Director”) upon its admission to trading on the Alternative Investment Market of The London Stock Exchange plc. (“AIM”).

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Standard Contracts

Social Capital Suvretta Holdings Corp. I Henderson, NV 89052 Re: Director Appointment Mr. Taylor:
Director Appointment Agreement • July 8th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus

This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares were sold in the Public Offering pursuant to registration statements on Form S-1 (File Nos. 333-256723 and 333-257543) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

Social Capital Hedosophia Holdings Corp. IV Palo Alto, CA 94301 Re: Director Appointment Ms. Leary:
Director Appointment Agreement • October 19th, 2021 • Social Capital Hedosophia Holdings Corp. IV • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Hedosophia Holdings Corp. IV, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 46,000,000 of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to registration statements on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • November 18th, 2024 • FG Holdings LTD • Finance services • New York

THIS DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of [date], is by and between FG Holdings Limited, a company registered and incorporated in the British Virgin Islands (the “BVI”) (the “Company”), and [name], an individual (the “Director”).

Osiris Acquisition Corp. New York, NY 10003 Telephone: (914) 330-3850
Director Appointment Agreement • May 16th, 2023 • Osiris Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in connection with my appointment to the board of directors of Osiris Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), and the Units are listed on the New York Stock Exchange. Certain capitalized terms used herein a

TCW Special Purpose Acquisition Corp.
Director Appointment Agreement • October 24th, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in connection with my appointment to the board of directors of TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 46,393,299 of the Company’s units (including 1,393,299 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to registration statements on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commissio

EX-99.1 2 d815591dex991.htm EX-99.1 Exihibit 99.1 EXECUTION VERSION DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • May 5th, 2020 • Missouri

This Director Appointment Agreement, dated as of November 1, 2014 (this “Agreement”) and effective as of the Effective Time (as defined below), is by and among St. Denis J. Villere & Company, L.L.C. (“Villere”), Kevin L. Robert (the “Villere Designee”) and Epiq Systems, Inc., a Missouri corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT
Director Appointment Agreement • April 5th, 2013 • Pamplona Capital Management, LLC • Drilling oil & gas wells • Delaware

This AGREEMENT, dated as of April 4, 2013 (the “Agreement”), is by and among Nabors Industries Ltd., a Bermuda exempted company (the “Company”), and the other entity signatory hereto (the “Investor”).

Destination XL Group, Inc. 555 Turnpike Street Canton, MA 02021
Director Appointment Agreement • June 14th, 2018 • Cannell Capital LLC • Retail-family clothing stores • Delaware

This letter agreement (this “Agreement”) constitutes the agreement between Destination XL Group, Inc., a Delaware corporation (the “Company”), and J. Carlo Cannell and Cannell Capital LLC, a Wyoming limited liability company (J. Carlo Cannell, Cannell Capital LLC and their Affiliates, together the “Investors”), with respect to the matters set forth below. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 10 below.

PulteGroup, Inc. Atlanta, Georgia 30326
Director Appointment Agreement • September 9th, 2016 • Pulte William J • Operative builders • Michigan

This letter agreement (this “Agreement”) constitutes the agreement between PulteGroup, Inc., a Michigan corporation (the “Company”) and the other Persons set forth on the signature pages hereto (the “Pulte Parties”, and each a “Pulte Party”), with respect to the matters set forth below. The Company and the Pulte Parties are referred to herein, each individually, as a “Party” and, collectively, as the “Parties.”

Contract
Director Appointment Agreement • March 29th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas
EX-10.55 2 dex1055.htm DIRECTOR APPOINTMENT AGREEMENT WITH MATTHEW J LUSTIG AND BOSTON PROPERTIES DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • May 5th, 2020 • Delaware

THIS DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of January 20, 2011, by and between Boston Properties, Inc., a Delaware corporation (the “Corporation”), and Matthew J. Lustig (the “Director”, and collectively, the “Parties”).

DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • October 17th, 2012 • WebMD Health Corp. • Services-business services, nec

This Director Appointment Agreement, dated as of October 17, 2012 (this “Agreement”), is by and among Kensico Capital Management Corp. and the investment funds it advises (collectively, “Kensico Capital Management”) and WebMD Health Corp., a Delaware corporation (the “Company”).

Chain Bridge I Ground Suite Burlingame, CA 94010
Director Appointment Agreement • October 19th, 2022 • Chain Bridge I • Blank checks • New York

This letter, dated October 13, 2022 (this “Letter Agreement”), is being delivered to you in connection with your appointment to the board of directors of Chain Bridge I, a Cayman Islands exempted company (the “Company”). Reference is made to that certain letter agreement, dated November 9, 2021 among the Company, Chain Bridge Group (the “Sponsor”), CB Co-Investment LLC (“CB Co-Investment”) and certain individuals (the “Existing Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Existing Letter Agreement.

STONEGATE MORTGAGE CORPORATION LOGO]
Director Appointment Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents

This letter agreement sets out the main terms of your appointment as a director. It is agreed between us that this is a contract for services and is not a contract of employment.

Twitter, Inc. San Francisco, CA 94103
Director Appointment Agreement • April 5th, 2022 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
Items in Grey should be adjusted as necessary
Director Appointment Agreement • December 25th, 2022

The Board of the Company is pleased to formalise your [appointment/continuing position] as a Director of the Company’s Board of Directors (“Board”).

DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • June 11th, 2012 • Icahn Carl C • Delaware

This Director Appointment Agreement, dated as of June 8, 2012 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and WebMD Health Corp., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

DIRECTOR APPOINTMENT CONTRACT
Director Appointment Agreement • June 14th, 2023 • Hong Kong
April 12, 2022 JANA Partners LLC
Director Appointment Agreement • April 12th, 2022 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • January 30th, 2008 • Taste on Demand Inc

This Director Appointment Agreement, (the “Agreement”) dated as of September 1, 2007 by and between T.O.D. Taste on Demand Inc. a company incorporated under the laws of the state of Nevada (the “Company”), and Asael Karfiol residing at 6 Dori Street, Ra’anana, Israel (The “Director”).

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Domo, Inc. American Fork, UT 84003
Director Appointment Agreement • March 1st, 2022 • Domo, Inc. • Services-prepackaged software • Delaware

This letter (this “Agreement”) constitutes the agreement between Domo, Inc. (“Company”) and you. Company and you are collectively referred to as the “Parties.”

New York, NY 10011
Director Appointment Agreement • October 4th, 2022 • Yext, Inc. • Services-computer processing & data preparation • Delaware

This letter (this “Agreement”) constitutes the agreement between (a) Yext, Inc. (“Company”) and (b) Lead Edge Public Fund, LP, Lead Edge Capital VI, LP, and Lead Edge Capital V, LP (collectively “Lead Edge”). Company and Lead Edge are collectively referred to as the “Parties.” Lead Edge and each Affiliate (as defined below) and Associate (as defined below) of Lead Edge are collectively referred to as the “Lead Edge Group.”

Horizon Acquisition Corporation II 600 Steamboat Road, Suite 200 Greenwich, CT 06830
Director Appointment Agreement • December 3rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York

This letter (the “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s underwritten initial public offering (the “Public Offering”) of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, (the “Units”)), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchang

WPP
Director Appointment Agreement • May 12th, 2009 • WPP PLC • Services-advertising agencies

This letter confirms the terms of your appointment as a Director of WPP plc (the “Company”). It is agreed that this is a contract for services and not a contract of employment.

Zovio Inc Chandler, Arizona 85286
Director Appointment Agreement • February 5th, 2020 • SevenSaoi Capital, LLC • Services-educational services • Delaware

This letter (this “Agreement”) constitutes the agreement between (a) Zovio Inc (“Company”) and (b) SevenSaoi Capital, LLC (“SevenSaoi”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively with SevenSaoi, the “SevenSaoi Group”). The SevenSaoi Group and each of its Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.” Company and the SevenSaoi Group are collectively referred to as the “Parties.”

AMENDMENT NUMBER ONE TO DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • May 7th, 2013 • WebMD Health Corp. • Services-business services, nec

AMENDMENT NUMBER ONE (this “Amendment”), dated as of May 7, 2013, to that certain Director Appointment Agreement, dated as of June 8, 2012 (the “Agreement”), by and among the persons and entities listed on Schedule A thereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and WebMD Health Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

AGREEMENT
Director Appointment Agreement • May 17th, 2007 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Delaware

AGREEMENT made as of this 14th day of May, 2007(the "Agreement"), by and between IR BioSciences Holdings, Inc., a Delaware corporation (the "Company") and Dr. Lance K. Gordon (the “Director”).

ENDO PHARMACEUTICALS HOLDINGS INC.
Director Appointment Agreement • May 2nd, 2008 • D. E. Shaw & Co, L.P. • Pharmaceutical preparations • Delaware
AGREEMENT
Director Appointment Agreement • April 14th, 2020 • Target Group Inc. • Medicinal chemicals & botanical products • Ontario
Hawaiian Holdings, Inc. Honolulu, Hawai’i 96819
Director Appointment Agreement • December 13th, 2013 • Hirzel Capital Management LLC • Air transportation, scheduled • Delaware

This letter (this “Agreement”) constitutes the agreement between Hawaiian Holdings, Inc. (the “Company”), on the one hand, and you, Hirzel Capital Management LLC (“HCM”) and each private investment funds or managed account over which HCM has discretionary authority (the “Stockholder Affiliates”), on the other hand, with respect to the matters set forth below. You, HCM and the Stockholder Affiliates and the affiliates (as defined below) of each of the forgoing are collectively referred to as the “Stockholder Group.”

ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, Colorado 80021
Director Appointment Agreement • June 21st, 2022 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware

This letter (this “Agreement”) constitutes the agreement between (a) ARCA biopharma, Inc. (“Company”) and (b) Cable Car Capital LLC and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively, the “CCC Signatories”). Company and the CCC Signatories are collectively referred to as the “Parties.” The CCC Signatories and each Affiliate (as defined below) and Associate (as defined below) of each CCC Signatory are collectively referred to as the “CCC Group.”

NRG Energy, Inc. Princeton, New Jersey 08540
Director Appointment Agreement • February 13th, 2017 • NRG Energy, Inc. • Electric services • Delaware

This letter (this “Agreement”) constitutes the agreement between NRG Energy, Inc., a Delaware corporation (the “Company”), Bluescape Energy Partners LLC, a Delaware limited liability company (“BEP”), and BEP Special Situations 2 LLC, a Delaware limited liability company (“BEP SS2,” and, together with BEP, the “Investors”). Each of the Company and the Investors is individually a “Party” and collectively they are the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraphs 11 or 12 hereof.

Cognizant Technology Solutions Corporation Teaneck, NJ 07666
Director Appointment Agreement • February 8th, 2017 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware

This letter (this “Agreement”) constitutes the entire agreement between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc., a Delaware corporation (together with Elliott Associates and Elliott International, the “Investors”), with respect to the matters set forth below. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 16 below.

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