EX-10.5 7 d428466dex105.htm EX-10.5 TAX RECEIVABLES AGREEMENT dated as of July 27, 2017 between MetLife, Inc. and Brighthouse Financial, Inc. Page DEFINITIONS DETERMINATION OF REALIZED TAX BENEFIT TAX BENEFIT PAYMENTS TERMINATION LATE PAYMENTS, ETC....Tax Receivables Agreement • May 5th, 2020 • New York
This TAX RECEIVABLES AGREEMENT (as amended from time to time, this “Agreement”), is hereby entered into by and between MetLife, Inc., a Delaware corporation (“MetLife”) and Brighthouse Financial, Inc., a Delaware corporation (“Brighthouse”).
TAX RECEIVABLES AGREEMENT by and among MEDIAALPHA, INC., QL HOLDINGS LLC, WHITE MOUNTAINS INSURANCE GROUP, LTD., and THE STEP-UP PARTICIPANTS FROM TIME TO TIME PARTY TO THIS AGREEMENT, Dated as of October 27, 2020Tax Receivables Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Tax Receivables Agreement (this “Agreement”), dated as of October 27, 2020, is entered into by and among MediaAlpha, Inc., a Delaware corporation (the “Corporation”), QL Holdings LLC, a Delaware limited liability company (the “LLC”), White Mountains Insurance Group, Ltd., a Bermuda exempted company limited by shares (“WTM”), and the Persons listed in Exhibit A (such listed Persons collectively, the “Step-Up Participants” and, together with WTM, the “Participants”).
TAX RECEIVABLES AGREEMENTTax Receivables Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Delaware
This TAX RECEIVABLES AGREEMENT (this “Agreement”), dated as of July 20, 2021, is hereby entered into by and among Stryve Foods Holdings, LLC, a Texas limited liability company (“Seller”), Stryve Foods, Inc., a Delaware corporation and successor in interest Andina Acquisition Corporation III (“Purchaser”) and Andina Holdings LLC, a Delaware limited liability company (“Holdings”).
TAX RECEIVABLES AGREEMENTTax Receivables Agreement • August 6th, 2015 • AgroFresh Solutions, Inc. • Blank checks • New York
This TAX RECEIVABLES AGREEMENT is made as of July 31, 2015, by and among The Dow Chemical Company, a Delaware corporation (“TDCC”), AgroFresh Inc., an Illinois corporation (“AgroFresh”), Rohm & Haas Company, a Delaware corporation (“ROH”) and Boulevard Acquisition Corp., a Delaware corporation (“Purchaser”) (each of TDCC, AgroFresh and Purchaser are referred to herein collectively as the “Parties” and individually, as a “Party”).
FIRST AMENDMENT TO TAX RECEIVABLES AGREEMENTTax Receivables Agreement • November 2nd, 2023 • MediaAlpha, Inc. • Services-business services, nec • Delaware
This FIRST AMENDMENT TO TAX RECEIVABLES AGREEMENT (the “Amendment”), is entered into as of October 1, 2023 (the “Effective Date”), with the approval of each of the Participant Representatives (as defined in the Agreement) as required pursuant to Section 7.06(b) of the Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
AMENDED AND RESTATED TAX RECEIVABLES AGREEMENT among GALAXY DIGITAL INC., GALAXY DIGITAL HOLDINGS LP and THE PERSONS NAMED HEREIN Dated as of [·], 2022 AMENDED AND RESTATED TAX RECEIVABLES AGREEMENTTax Receivables Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • Delaware
This AMENDED AND RESTATED TAX RECEIVABLES AGREEMENT (“Agreement”), dated as of [·], 2022 (the “Effective Date”), is hereby entered into between Galaxy Digital Inc., a Delaware corporation (“HoldCo”), Galaxy Digital Holdings LP, a Delaware limited partnership (“GDH LP”), through its general partner, Galaxy Digital Holdings Inc., a Delaware corporation (“GDHI”), and each holder of nonvoting limited partnership interests in GDH LP, other than HoldCo or GDHI, or other Person who is or becomes a party hereto in accordance with the terms hereof (each such holder, a “TRA Limited Partner”).
FORM OF TAX RECEIVABLES AGREEMENTTax Receivables Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • New York
This TAX RECEIVABLES AGREEMENT (this "Agreement"), is dated as of [_], 2021 (the "Effective Date"), and is between Preston Hollow Community Capital, Inc., a Maryland corporation ("PubCo"), Preston Hollow Capital, LLC, a Delaware limited liability company ("PHC") and each of the other persons from time to time that become a party hereto (each, a "TRA Party" and together with PHC, the "TRA Parties").
FIRST AMENDMENT TO THE TAX RECEIVABLES AGREEMENTTax Receivables Agreement • April 6th, 2017 • AgroFresh Solutions, Inc. • Blank checks • New York
FIRST AMENDMENT TO THE TAX RECEIVABLES AGREEMENT (this “Amendment”), dated as of April 4, 2017, by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp., a Delaware corporation (the “Company”), The Dow Chemical Company, a Delaware corporation (“TDCC”), Rohm and Haas Company, a Delaware corporation (“ROH”), and AgroFresh Inc., an Illinois corporation (“AgroFresh”).
EX-10.3 5 w26622a2exv10w3.htm FORM OF TAX RECEIVABLES AGREEMENTTax Receivables Agreement • May 5th, 2020 • New York
Exhibit 10.3 FORM OF TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of ___, 2007, by and between HFF, Inc., a Delaware corporation (“HFF”), and HFF Holdings, LLC, a Delaware limited liability company (“Holdings”). WHEREAS, on the date hereof, HFF, Holdings, HFF LP Acquisition LLC, a Delaware limited liability company (“Acquisition”), HFF Partnership Holdings LLC, a Delaware limited liability company (“Holdco”), and Holliday GP Corp., a Delaware corporation, entered into that certain Sale and Merger Agreement (the “Sale and Merger Agreement”); and WHEREAS, Acquisition, a wholly-owned subsidiary of Holdings, and Holdco, a wholly-owned subsidiary of HFF, are each treated as disregarded entities for U.S. Federal income tax purposes; WHEREAS, pursuant to the Sale and Merger Agreement, certain membership interests in Holliday Fenoglio Fowler, L.P., a Texas limited partnership (“HFF, L.P.”), HFF Securities L.P., a Delaware limited partnership (“HFFS”, an
TAX RECEIVABLES AGREEMENTTax Receivables Agreement • May 19th, 2016 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • Delaware
This TAX RECEIVABLES AGREEMENT (this “Agreement”), dated as of May 18, 2016, is hereby entered into by and among Advance/Newhouse Partnership, a New York partnership (“A/N”), Charter Communications, Inc., a Delaware corporation (formerly known as CCH I, LLC) (“New Charter”), and CCH II, LLC, a Delaware limited liability company (together with any Person or Persons in the Charter Group to whom CCH II, LLC transfers any Units or who otherwise holds any Units, the “Charter Member”).
