425 Sample Contracts

Modern Media Acquisition Corp. – July 29, 2019 Akazoo Limited (August 1st, 2019)
Kbl Merger Corp. Iv – EMPLOYMENT AGREEMENT (July 26th, 2019)

This Employment Agreement (this “Agreement”) is made as of July 23, 2019, between KBL Merger Corp. IV (the “Company”), and Marlene Krauss (“Executive”) (collectively, the Company and Executive are the “Parties”).

Kbl Merger Corp. Iv – GUARANTEE AND COMMITMENT AGREEMENT (July 26th, 2019)

THIS GUARANTEE AND COMMITMENT AGREEMENT (this “Agreement”) is made as of July 25, 2019 among, KBL Merger Corp. IV, a Delaware corporation (“KBL”), and Tyche Capital LLC, a Delaware limited liability company (“Tyche”).

Gemphire Therapeutics Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (July 25th, 2019)

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of the 24th day of July, 2019, by and between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and STEVE GULLANS (the “Executive”)

Gemphire Therapeutics Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (July 25th, 2019)

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of the 24th day of July, 2019, by and between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and CHARLES L. BISGAIER (the “Executive”).

Gemphire Therapeutics Inc. – GEMPHIRE THERAPEUTICS INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE (July 25th, 2019)

GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”), pursuant to the Company’s Amended and Restated 2015 Equity Incentive Plan (as amended to date, the “Plan”), hereby awards to Participant as an inducement material to the Participant’s entering into an amendment to Participant’s employment agreement with the Company, the number of shares of the Company’s Common Stock set forth below (this “Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached to this Restricted Stock Grant Notice and the Plan, all of which are attached hereto and incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Agreement.  In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Global Payments Inc – CREDIT AGREEMENT Dated as of July 9, 2019 among GLOBAL PAYMENTS INC., The Other Borrowers Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., as Joint Bookrunners BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., CAPITAL ONE, N.A., MUFG BANK, LTD., PNC CAPITAL MARKETS LLC, SUNTRUST ROBINSON HUMPHREY, INC., TD SECURITIES (USA) LLC, and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers CAPITAL ONE, N.A., MUFG BANK, LTD., PNC BANK, NA (July 16th, 2019)

This CREDIT AGREEMENT is entered into as of July 9, 2019, among GLOBAL PAYMENTS INC., a Georgia corporation (the “Company”), the other Borrowers from time to time party hereto, each Lender and L/C Issuer from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Milacron Holdings Corp. – AMENDMENT TO MILACRON HOLDINGS CORP. 2015 EQUITY INCENTIVE PLAN (July 16th, 2019)

THIS AMENDMENT (this “Amendment”) is executed as of July 11, 2019, by an authorized member of the Board of Directors (the “Board”) of Milacron Holdings Corp. (the “Company”).

Social Capital Hedosophia Holdings Corp. – SPONSOR SUPPORT AGREEMENT (July 11th, 2019)

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 9, 2019, by and among SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Social Capital Hedosophia Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “Holder”), TSC Vehicle Holdings, Inc., a Delaware corporation (“TSCV”), Virgin Galactic Vehicle Holdings, Inc., a Delaware corporation (“VGVH”), and VGH, LLC, a Delaware limited liability company (“VGH” and, together with TSCV and VGVH, the “Companies” and each, a “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to s

Digirad Corp – VOTING AND SUPPORT AGREEMENT (July 3rd, 2019)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of July 3, 2019, is entered into among Digirad Corporation, a Delaware corporation (the “Parent”), the undersigned shareholders (each a “Shareholder” and collectively, the “Shareholders”) of ATRM Holdings, Inc., a Minnesota corporation (the “Company”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

Gardner Denver Holdings, Inc. – AMENDMENT NO. 4 TO CREDIT AGREEMENT (July 2nd, 2019)

CREDIT AGREEMENT, dated as of July 30, 2013, as amended, restated, supplemented or otherwise modified from time to time, among RENAISSANCE PARENT CORPGARDNER DENVER HOLDINGS, INC. (f/k/a Renaissance Parent Corp.), a Delaware corporation (“Holdings”), GARDNER DENVER, INC., a Delaware corporation (“Holdings”), RENAISSANCE ACQUISITION CORP., which on the Closing Date shall be merged with GARDNER DENVER, INC. (with GARDNER DENVER, INC. as the merged company and the “U.S. Borrower”), GARDNER DENVERGD GERMAN HOLDINGS GMBH & CO KGII GMBH, a company organized under the laws of Germany with company number HRA 91896 (registered at the local court of Munich) and its registered office at Benzstrabe 28, 82178 Puchheim (the “German Borrower”), GARDNER DENVER HOLDINGS GLTD FIRST (UK) LIMITED., a company organized under the laws of England and Wales with company number 04955958 and its registered office at Springmill Street, Bradford West Yorkshire BD5 7HW (the “UK Borrower”; a

Stonemor Partners Lp – THIRD AMENDMENT TO VOTING AND SUPPORT AGREEMENT (June 28th, 2019)

This THIRD AMENDMENT TO VOTING AND SUPPORT AGREEMENT (this “Amendment”) is entered into on June 27, 2019 (the “Execution Date”), by and among Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP, LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (the “Axar Funds,” and together with Axar and Axar GP, the “Axar Entities”), Robert B. Hellman, Jr., in his capacity as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors, LLC (“ACII”), and StoneMor GP Holdings LLC, a Delaware limited liability company (“GP Holdings” and together with ACII, the “ACII Entities”) and StoneMor GP LLC, a Delaware limited liability company (the “Company”) and StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”). The Axar Entities, the ACII Entities, the Company, the Partnership and each Permitted Transferee (as defined in the Ag

Stonemor Partners Lp – SECOND AMENDMENT TO MERGER AND REORGANIZATION AGREEMENT (June 28th, 2019)

THIS SECOND AMENDMENT, dated as of June 27, 2019 (this “Amendment”), to the Merger Agreement (as defined below) is entered into by and among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (“Merger Sub,” and together with the Partnership, GP and GP Holdings, the “Parties”).

Eldorado Resorts, Inc. – MASTER TRANSACTION AGREEMENT by and between VICI PROPERTIES L.P., a Delaware limited partnership, and ELDORADO RESORTS, INC., a Nevada corporation June 24, 2019 (June 25th, 2019)

THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), is dated as of June 24, 2019 (the “Effective Date”), by and between VICI PROPERTIES L.P., a Delaware limited partnership (“VICI”), and ELDORADO RESORTS, INC., a Nevada corporation (“ERI”; VICI and ERI, the “Parties” and each a “Party”).

Eldorado Resorts, Inc. – MACQUARIE CAPITAL (USA) INC. MACQUARIE CAPITAL FUNDING LLC (June 25th, 2019)

You have advised JPMorgan Chase Bank, N.A. (together with any of its designated affiliates, “JPMorgan”), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”), Credit Suisse Loan Funding LLC (“CSLF” and, together with CS and their respective affiliates, “Credit Suisse”), Macquarie Capital Funding LLC (“Macquarie Lender”) and Macquarie Capital (USA) Inc. (“Macquarie Capital” and, together with Macquarie Lender, “Macquarie” and, together with JPMorgan and Credit Suisse, collectively, the “Initial Commitment Parties”, and together with any Additional Initial Lenders (as defined below) and any Additional Lead Arrangers (as defined below), the “Commitment Parties” or “we” or “us”) that Eldorado Resorts, Inc., a Nevada corporation (the “Borrower” or “you”), seeks financing for the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). We understand that the sources the Borrower expects t

Us Ecology, Inc. – SUPPORT AGREEMENT (June 24th, 2019)

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Holdco”), Rooster Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Rooster Merger Sub”), and the undersigned stockholders (the “Stockholders”) of NRC Group Holdings Corp., a Delaware corporation (the “Company”).

Us Ecology, Inc. – REGISTRATION RIGHTS AGREEMENT (June 24th, 2019)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”), JFL-NRCG Holdings III, LLC, a Delaware limited liability company (“JFL III”), JFL-NRCG Holdings IV, LLC, a Delaware limited liability company (“JFL IV” and, together with JFL Seller and JFL III, the “Investors”), US Ecology, Inc., a Delaware corporation (the “Company”), and US Ecology Parent, Inc., a Delaware corporation (“Parent”).

Us Ecology, Inc. – INVESTOR AGREEMENT (June 24th, 2019)

This INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Holdco”), the undersigned stockholders (the “Stockholders”) of NRC Group Holdings Corp. a Delaware corporation (the “Company”) and, solely with respect to Section 4, the Company.

Rudolph Technologies Inc – RUDOLPH TECHNOLOGIES, INC. INDEMNITY AGREEMENT (June 24th, 2019)

This Indemnity Agreement (this “Agreement”) dated as of                             , 20     is made by and between Rudolph Technologies, Inc., a Delaware corporation (the “Company”), and                 , a director or officer of the Company or one of the Company’s subsidiaries (“Indemnitee”).

Prosperity Bancshares Inc – DIRECTOR SUPPORT AGREEMENT (June 20th, 2019)

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2019, is made and entered into by and among Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), LegacyTexas Financial Group, Inc., a Maryland corporation (the “Company”), LegacyTexas Bank, a Texas banking association (“Legacy Bank”), and [●], an individual residing in the State of Texas (the “Undersigned”).

Prosperity Bancshares Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 20th, 2019)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made the 16th day of June, 2019, by and among PROSPERITY BANK, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, Texas 77437 (“Employer”), LEGACYTEXAS BANK, a Texas banking association having a principal place of business at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024 (the “Bank”) and J. Mays Davenport, an individual who resides in the State of Texas (“Employee”).

LegacyTexas Financial Group, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (June 20th, 2019)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made the 16th day of June, 2019, by and among PROSPERITY BANK, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, Texas 77437 (“Employer”), LEGACYTEXAS BANK, a Texas banking association having a principal place of business at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024 (the “Bank”) and J. Mays Davenport, an individual who resides in the State of Texas (“Employee”).

LegacyTexas Financial Group, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (June 20th, 2019)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made the 16th day of June, 2019, by and among PROSPERITY BANK, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, Texas 77437 (“Employer”), LEGACYTEXAS BANK, a Texas banking association having a principal place of business at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024 (the “Bank”) and Kevin J. Hanigan, an individual who resides in the State of Texas (“Employee”).

C&J Energy Services, Inc. – SUPPORT AGREEMENT AND IRREVOCABLE PROXY (June 17th, 2019)

This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of June 16, 2019, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), C&J Energy Services, Inc. a Delaware corporation (“Crown”) and Cerberus Capital Management, L.P., a Delaware limited partnership (“Cerberus”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).

Histogenics Corp – SECURITIES PURCHASE AGREEMENT (June 14th, 2019)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2019, by and among Ocugen, Inc., a Delaware corporation, with headquarters located at 5 Great Valley Parkway, Suite #160, Malvern, Pennsylvania 19355 (“Ocugen”), Histogenics Corporation, a Delaware corporation, with headquarters located at One Marina Park Drive, Suite 900, Boston, MA 02210 (“Histogenics”), and the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).

Histogenics Corp – OCUGEN, INC. SERIES C WARRANT TO PURCHASE COMMON STOCK (June 14th, 2019)

Ocugen, Inc., a Delaware corporation formerly known as Histogenics Corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below),                      (            )2 fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is

Histogenics Corp – OCUGEN, INC. SERIES [A] [B] WARRANT TO PURCHASE COMMON STOCK (June 14th, 2019)

Ocugen, Inc., a Delaware corporation formerly known as Histogenics Corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [INSERT IN SERIES A WARRANT:                                              (                    )2 fully paid nonassessable shares of Common Stock] [INSERT IN SERIES B WARRANT: a number of fully paid nonassessable shares of Common Stock equal to the Maximum Eligibility Number], subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Comm

Histogenics Corp – REGISTRATION RIGHTS AGREEMENT (June 14th, 2019)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 2019, by and among Histogenics Corporation, a Delaware corporation, with headquarters located at One Marina Park Drive, Suite 900, Boston, MA 02210, to be renamed “Ocugen, Inc.” pursuant to the Merger Agreement (as defined below) (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

TPG Pace Holdings Corp. – SUBSCRIPTION AGREEMENT (June 13th, 2019)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of June, 2019, by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Issuer”), and [●] (“Subscriber”).

Xenetic Biosciences, Inc. – FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (June 13th, 2019)

THIS FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (this “Amendment”), dated June 7, 2019, is entered into by and between Xenetic Biosciences, Inc., a Nevada corporation (“Buyer”), and OPKO PHARMACEUTICALS, LLC (“OPKO”).

TPG Pace Holdings Corp. – SUPPORT AGREEMENT (June 13th, 2019)

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2019, by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (“Parent”) and Accel Entertainment, Inc., an Illinois corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below).

United Technologies Corp /De/ – EMPLOYMENT AGREEMENT (June 10th, 2019)

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of Executive following the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of June 9, 2019, entered into by and among Raytheon Company (“Raytheon”), a Delaware corporation, the Company and Light Merger Sub, a Delaware corporation and wholly owned subsidiary of the Company (the “Merger Agreement”); and

Salesforce Com Inc – June 9, 2019 salesforce.com, inc. Salesforce Tower (June 10th, 2019)
Dnb Financial Corp /Pa/ – VOTING AGREEMENT (June 5th, 2019)

This Voting Agreement (this “Agreement”), dated as of June 5, 2019, is entered into by and between S&T Bancorp., Inc., a Pennsylvania corporation (“Parent”), and the undersigned (the “Shareholder”), a shareholder of DNB Financial Corporation, a Pennsylvania corporation (the “Company”).

Elastic N.V. – SUPPORT AGREEMENT (June 5th, 2019)

This SUPPORT AGREEMENT (this “Agreement”), dated as of [    ], 2019, is by and between Elastic N.V., a Dutch public limited company (naamloze vennootschap) (“Acquiror”) and [Stockholder Name] (the “Stockholder”).