Income Tax Receivable Agreement Sample Contracts

INCOME TAX RECEIVABLE AGREEMENT dated as of March 19, 2021
Income Tax Receivable Agreement • March 22nd, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 19, 2021, is hereby entered into by and among Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Corporation”) and SCA Horus Holdings, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).

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EX-10.13 8 d898342dex1013.htm EX-10.13 FORM OF INCOME TAX RECEIVABLE AGREEMENT Dated as of [ ], 2015 Annex A List of Stockholders (and Applicable Percentages) 32
Income Tax Receivable Agreement • May 5th, 2020 • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2015, is hereby entered into by and among Surgery Partners, Inc., a Delaware corporation (the “Corporation”), H.I.G. Surgery Centers, LLC, a Delaware limited liability company (the “Stockholders Representative,” in its capacity as such), the persons listed on Annex A hereto (each a “Stockholder” and collectively the “Stockholders”) and each of the permitted successors and assigns thereto.

EX-10.1 3 d714044dex101.htm EX-10.1 INCOME TAX RECEIVABLE AGREEMENT dated as of April 23, 2014 between Sabre Corporation and Sovereign Manager Co-Invest, LLC DEFINITIONS DETERMINATION OF REALIZED TAX BENEFIT TAX BENEFIT PAYMENTS TERMINATION LATE...
Income Tax Receivable Agreement • May 5th, 2020 • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 23, 2014, is hereby entered into by and between Sabre Corporation (formerly known as Sovereign Holdings, Inc.), a Delaware corporation (the “Corporation”) and Sovereign Manager Co-Invest, LLC, a limited liability company, in its capacity as representative of the Existing Stockholders (the “Existing Stockholders Representative”).

Contract
Income Tax Receivable Agreement • May 5th, 2020 • New York

EX-10.1 4 exhibit101taxreceivableagr.htm EXHIBIT 10.1 Exhibit 10.1 INCOME TAX RECEIVABLE AGREEMENT Dated as of September 30, 2015 Table of Contents ARTICLE I DEFINITIONS.................................................................................................................................1

FORM OF INCOME TAX RECEIVABLE AGREEMENT Dated as of [ ], 2021
Income Tax Receivable Agreement • August 27th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2021, is hereby entered into by and among Olaplex Holdings, Inc., a Delaware corporation (the “Corporation”), the persons listed on Annex A hereto (each a “TRA Party” and collectively the “TRA Parties”) and each of the permitted successors and assigns thereto.

VWR Corporation Radnor Corporate Center Building One, Suite 200
Income Tax Receivable Agreement • May 5th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies

Reference is made to that certain Income Tax Receivable Agreement, dated as of October 7, 2014, by and between VWR Corporation, a Delaware corporation (“VWR”), and Varietal Distribution Holdings, LLC, a Delaware limited liability company (“VDH”) (as amended, restated, supplemented, waived or modified in accordance with its terms, the “Tax Receivables Agreement”). Reference is also made to the Agreement and Plan of Merger, dated on or about the date hereof (the “Merger Agreement”), by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and VWR. Capitalized terms used in this letter and not otherwise defined herein have the meanings set forth in the Tax Receivables Agreement.

FORM OF INCOME TAX RECEIVABLE AGREEMENT among PROPTECH INVESTMENT CORPORATION II, APPRECIATE INTERMEDIATE HOLDINGS, LLC, RW NATIONAL HOLDINGS, LLC,
Income Tax Receivable Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks • Delaware

This INCOME TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of [●], 2022, by and among PropTech Investment Corporation II, a Delaware corporation (the “Corporate Taxpayer”), Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (“NewCo LLC”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”), Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”), and each of the members of NewCo LLC that are Rolling Company Unitholders (as defined in the Business Combination Agreement (as defined below)) listed on Schedule 1 hereto (each such member, a “TRA Party” and such members collectively, the “TRA Parties”), and each of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Business Combination Agreement.

AMENDMENT NO. 1 TO INCOME TAX RECEIVABLE AGREEMENT
Income Tax Receivable Agreement • May 11th, 2017 • Surgery Partners, Inc. • Services-general medical & surgical hospitals, nec

This AMENDMENT NO. 1 TO INCOME TAX RECEIVABLE AGREEMENT (this “Amendment”), dated as of May 9, 2017, is hereby entered into by and between Surgery Partners, Inc., a Delaware corporation (the “Corporation”), and H.I.G. Surgery Centers LLC, a Delaware limited liability company (the “Stockholders Representative,” in its capacity as such).

INCOME TAX RECEIVABLE AGREEMENT
Income Tax Receivable Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware

INCOME TAX RECEIVABLE AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as of July 10, 2019, by and among Liberty Tax, Inc., a Delaware corporation (the “Corporation”), and each of the TRA Holders (as defined below) from time to time party hereto.

FORM OF INCOME TAX RECEIVABLE AGREEMENT
Income Tax Receivable Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • Delaware

This INCOME TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of November 29, 2022, by and among PropTech Investment Corporation II, a Delaware corporation (the “Corporate Taxpayer”), Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (“NewCo LLC”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”), Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”), and each of the members of NewCo LLC that are Rolling Company Unitholders (as defined in the Business Combination Agreement (as defined below)) listed on Schedule 1 hereto (each such member, a “TRA Party” and such members collectively, the “TRA Parties”), and each of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Business Combination Agreement (as defined below).

INCOME TAX RECEIVABLE AGREEMENT Dated as of September 29, 2021
Income Tax Receivable Agreement • November 10th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of September 29, 2021, is hereby entered into by and among Olaplex Holdings, Inc., a Delaware corporation (the “Corporation”), the persons listed on Annex A hereto (each a “TRA Party” and collectively the “TRA Parties”) and each of the permitted successors and assigns thereto.

INCOME TAX RECEIVABLE AGREEMENT By and among THE SIMPLY GOOD FOODS COMPANY, ATKINS HOLDINGS, LLC and ROARK CAPITAL ACQUISITION, LLC (solely in its capacity as the Stockholders’ Representative). dated as of July 7, 2017
Income Tax Receivable Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 7, 2017, is hereby entered into by and among THE SIMPLY GOOD FOODS COMPANY, a Delaware corporation and wholly-owned Subsidiary of Parent (as defined below) (“PubCo”), ATKINS HOLDINGS, LLC and, solely in its capacity as the Stockholders’ Representative pursuant to the Merger Agreement, ROARK CAPITAL ACQUISITION, LLC, a Georgia limited liability company (the “Stockholders’ Representative”).

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