Standard Contracts
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • July 11th, 2022 • LAIX Inc. • Services-educational services • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 17, 2022 by and among (1) Laix Infinite Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Prilingo Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholder of LAIX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • April 1st, 2013 • American Greetings Corp • Greeting cards • Ohio
Rollover and Contribution Agreement (this “Agreement”), dated March 29, 2013, among Three-Twenty-Three Family Holdings, LLC, a Delaware limited liability company (“Family LLC”), Century Intermediate Holding Company, a Delaware corporation and wholly owned Subsidiary of Family LLC (“Parent”), and the shareholders (“Family Shareholders” and, together with Family LLC and Parent, the “Parties”) of American Greetings Corporation, an Ohio corporation (the “Company”), listed on Annex A.
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • March 4th, 2024 • Junique Laurent • Services-computer integrated systems design • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 1, 2024 by and among (1) Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholders of TDCX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (the “Rollover Shareholder”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (“Parent”) and (ii) the undersigned (each, a “Rollover Holder” and collectively, the “Rollover Holders”). Each of the parties hereto are referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • November 16th, 2022 • Elevate Credit, Inc. • Finance services • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of November 16, 2022 is by and among PCAM Acquisition Corp., a Delaware corporation (“Parent”) and the stockholder named on the signature page hereto (the “Rollover Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • July 8th, 2022 • GGV Capital IV L.P. • Services-educational services • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 17, 2022 by and among (1) Laix Infinite Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Prilingo Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholders of LAIX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (collectively, the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • June 21st, 2024 • Chou Shao-Ning Johnny • Trucking & courier services (no air) • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2024 by and among (i) BEST Global Partners, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and (ii) certain shareholders of BEST Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (as the same may be amended from time to time in accordance with the terms hereof) (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • December 15th, 2020 • Hudson Executive Capital LP • Services-business services, nec • Delaware
ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 15, 2020, by and between Catalyst Holdings Limited, a private company incorporated in England and Wales (“Holdings”), and Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”), HEC Master Fund LP, a Cayman Islands exempted limited partnership (“HEC Master Fund”), and Hudson SPV I LP, a Delaware limited partnership (“HEC SPV I,” and, collectively with Hudson Executive and HEC Master Fund, and any individual partner, director or employee of the foregoing listed on Schedule 1 who is a shareholder of the Company in a personal capacity and elects to participate in the rollover, “Rollover Investor”), shareholders of Cardtronics plc, a public limited company incorporated in England and Wales (the “Company”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • August 19th, 2020 • Chen Wenbin • Security & commodity brokers, dealers, exchanges & services • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 17, 2020 by and among (1) Yinke Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Yinke Merger Co. Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholders of Yintech Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).
FORM OF ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • December 4th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ● ], is entered into by and between the [individual] [entity] identified on the signature page hereto as Holder (“Holder”), and [Nesco Holdings, Inc., a Delaware corporation] (“Parent”).
Re: Letter Agreement re: Rollover and Contribution Agreement, dated as of October 31, 2022Rollover and Contribution Agreement • March 28th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight
Reference is made to that certain Rollover and Contribution Agreement, dated as of October 31, 2022 (as amended, the “Rollover Agreement”), by and between you and Poseidon Acquisition Corp., a Marshall Islands company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Rollover Agreement.
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • October 31st, 2022 • Dorsey Jack • Services-computer programming, data processing, etc. • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 27, 2022 is by and among X Holdings I, Inc., a Delaware corporation (“Parent”), Jack Dorsey, Trustee of The Jack Dorsey Revocable Trust u/a/d 12/08/2010 and Jack Dorsey Remainder LLC (collectively, the “Investors” and individually, an “Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • October 31st, 2022 • Musk Elon • Services-computer programming, data processing, etc.
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 27, 2022 is by and among X Holdings I, Inc., a Delaware corporation (“Parent”) and Elon R. Musk (the “Principal Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • March 4th, 2024 • Junique Laurent • Services-computer integrated systems design • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 1, 2024 by and among (1) Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and a shareholder of TDCX Inc., an exempted company exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and (2) Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”).
March 28, 2023Rollover and Contribution Agreement • March 28th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight
Reference is made to that certain Rollover and Contribution Agreement, dated as of October 31, 2022 (as amended, the “Rollover Agreement”), by and between you and Poseidon Acquisition Corp., a Marshall Islands company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Rollover Agreement.
