8-k Sample Contracts

Western Midstream Partners, LP – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF WESTERN GAS EQUITY HOLDINGS, LLC (March 1st, 2019)

The undersigned, desiring to amend the Certificate of Formation of Western Gas Equity Holdings, LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act, does hereby certify as follows:

SeaSpine Holdings Corp – (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement (March 1st, 2019)
XCel Brands, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement dated February [•], 2019 by and between XCel Brands, Inc., a Delaware corporation (the “Company”) and Robert W. D’Loren (the “Executive”) each a “Party” and collectively the “Parties.” This Agreement replaces and supersedes that certain employment agreement dated as of October 1, 2014, as amended as of April 1, 2017, by and between the Company and the Executive (the “Prior Agreement”).  Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1 of this Agreement.

Life Storage Lp – Re: Employment Agreement by and among Life Storage, Inc. (the “Corporation”), Life Storage LP (the “Partnership”) and Joseph Saffire (the “Executive”) dated as of November 1, 2017 (the “Employment Agreement”) (March 1st, 2019)

Employment Agreement by and among Life Storage, Inc. (the “Corporation”), Life Storage LP (the “Partnership”) and Joseph Saffire (the “Executive”) dated as of November 1, 2017 (the “Employment Agreement”)

Independence Contract Drilling, Inc. – Independence Contract Drilling, Inc. Reports Financial Results For The Fourth Quarter And Year Ended December 31, 2018 (March 1st, 2019)

HOUSTON, March 1, 2019 /PRNewswire/ -- Independence Contract Drilling, Inc. (the "Company") (NYSE: ICD) today reported financial results for the three and twelve months ended December 31, 2018.

Precision Therapeutics Inc. – Contract (March 1st, 2019)

THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION SET FORTH ABOVE FOR THE REMAINDER OF THE TIME PERIOD.

Liberty Global Plc – SHARE PURCHASE AGREEMENT dated February 27, 2019 by and between (March 1st, 2019)
NanoFlex Power Corp – Contract (March 1st, 2019)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

Rockwell Automation Inc – News Release Rockwell Automation Prices $1 Billion of Notes Offering (March 1st, 2019)

MILWAUKEE — February 28, 2019 — Rockwell Automation, Inc. (NYSE: ROK) today announced that on February 27, 2019 the company priced notes in an aggregate principal amount of $1 billion, through an underwritten, registered public offering.

Lightpath Technologies Inc – REVOLVING CREDIT NOTE (March 1st, 2019)

FOR VALUE RECEIVED and intending to be legally bound, the undersigned, LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), jointly and severally, promise to pay, in lawful money of the United States of America, to the order of BANKUNITED, N.A., a national banking association (“Lender”), at the address set forth in Section 2.5(a) of the Loan Agreement, the maximum aggregate principal sum of Two Million and No/100 Dollars ($2,000,000.00) or such lesser sum which represents the principal balance outstanding under the Revolving Credit Facility established pursuant to the provisions of that certain Loan Agreement dated of even date herewith, between Borrower and Lender (as it may be supplemented, restated, superseded, amended or replaced from time to time, “Loan Agreement”). The outstanding principal balance hereunder shall be payable in accordance with the terms of the Loan Agreement. The outstanding principal balance of this Note, plus all accrued but unpaid interest, shall

Lightpath Technologies Inc – SECURITY AGREEMENT (March 1st, 2019)

THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 26th day of February, 2019, by LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (“Debtor”), in favor of BANKUNITED, N.A., a national banking association (“Bank”), and is joined in by GELTECH, INC. , a Delaware corporation and ISP OPTICS CORPORATION, a New York corporation (collectively “Guarantor”).

Investar Holding Corp – Baton Rouge, La., March 1, 2019 (GLOBE NEWSWIRE) – Investar Holding Corporation (Nasdaq:ISTR) (“Investar”), the holding company of Investar Bank, today announced the completion of its acquisition of Mainland Bank (“Mainland”) in Texas City, Texas. A definitive agreement relating to the acquisition was previously announced in October 2018. (March 1st, 2019)

The acquisition became effective as of March 1, 2019. Pursuant to the terms of the definitive agreement, Mainland was merged with and into Investar Bank with Investar Bank as the surviving bank. Under the terms of the definitive agreement, all of the issued and outstanding shares of Mainland common stock were converted into aggregate merger consideration consisting of 763,849 shares of Investar common stock.

Midwest Energy Emissions Corp. – AMENDMENT NO. 3 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY (March 1st, 2019)

This AMENDMENT NO. 3 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY, dated as of February 25, 2019 (this “Amendment No. 3”), and effective as of December 15, 2018 (the “Effective Date”), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the “Borrower”), MES, Inc., a North Dakota corporation (“MES” or “Guarantor”), and AC Midwest Energy LLC, a Delaware limited liability company (the “Lender”). Each of Borrower, MES and the Lender may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

Sustainable Projects Group Inc. – Shareholders’ Agreement (March 1st, 2019)

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made the 25th day of February, 2019 (the “Effective Date”) for the company Cormo USA., hereinafter the (“Company”).

Digerati Technologies, Inc. – CONVERTIBLE PROMISSORY NOTE (March 1st, 2019)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Selective Insurance Group Inc – Selective Insurance Group Announces Notice of Redemption of 5.875% Senior Notes (March 1st, 2019)

Branchville, NJ – March 1, 2019 – Selective Insurance Group, Inc. (NASDAQ: SIGI) (“Selective”) today announced that it has given notice of its intent to redeem all of its outstanding 5.875% Senior Notes due 2043. The notes, which have an outstanding principal balance of $185 million, will be redeemed on March 26, 2019 at 100% of principal, plus accrued and unpaid interest thereon to, but excluding, the redemption date. U.S. Bank National Association, Global Corporate Trust, 10 West Market Street, Suite 830, Indianapolis, Indiana 46204, is acting as the paying agent for the notes.

Hunt J B Transport Services Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (March 1st, 2019)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 1, 2019, is among J.B. HUNT TRANSPORT, INC., a Georgia corporation (the “Borrower”), J.B. HUNT TRANSPORT SERVICES, INC., an Arkansas corporation (the “Parent”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.

Kforce Inc – KFORCE ENTERS INTO AGREEMENT TO SELL ITS FEDERAL GOVERNMENT SOLUTIONS BUSINESS (March 1st, 2019)

TAMPA, FL, March 1, 2019 – Kforce Inc. (Nasdaq: KFRC), a provider of professional staffing services and solutions, entered into a Stock Purchase Agreement with ManTech International Corporation (ManTech), dated February 28, 2019, to sell Kforce Government Solutions, Inc. (KGS), our federal government solutions business, for an aggregate cash purchase price of $115.0 million. The transaction is expected to close by March 31, 2019, and is subject to customary closing conditions and the receipt of necessary regulatory approvals. The operating results of our federal government solutions business is expected to be reported as a discontinued operation in the quarter that this transaction closes. While this transaction does not include TraumaFX®, our federal government product business, we are exploring strategic alternatives for that business.

Ltc Properties Inc – LTC Properties, Inc. Shares of Common Stock ($0.01 par value per share) Equity Distribution Agreement (March 1st, 2019)
HG Holdings, Inc. – INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (March 1st, 2019)

THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this “Subordination Agreement”), is dated February 25, 2019, and made between HG HOLDINGS, INC f/k/a Stanley Furniture Company, Inc., a Delaware corporation (“Junior Creditor”), having an address of 2115 E 7th Street, Suite 101, Charlotte, North Carolina 28204, and ALTERNA CAPITAL SOLUTIONS, LLC, a Florida limited liability company (“ACS”) having an office at 222 W. Comstock, Winter Park, Florida 32789.

Atlantic Power Corp – Ron Bialobrzeski — Atlantic Power Corporation — Director, Finance Page 2: Cautionary Note Regarding Forward-Looking Statements (March 1st, 2019)

Financial figures that are presented in this document and the presentation are stated in U.S. dollars and are approximate unless otherwise noted.

Western Midstream Operating, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN MIDSTREAM OPERATING GP, LLC A Delaware Limited Liability Company Dated as of February 28, 2019 (March 1st, 2019)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Western Midstream Operating GP, LLC (the “Company”), dated as of February 28, 2019, is adopted, executed and agreed to by Western Midstream Partners, LP, a Delaware limited partnership (“WES”), as the sole Member of the Company.

Hhgregg, Inc. – UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF INDIANA In re Gregg Appliances, Inc. Case No. 17-01303-11 Debtors MONTHLY OPERATING REPORT Gregg Appliances, Inc. INDEX TO CONDENSED FINANCIAL STATEMENTS AND SCHEDULES CONDENSED FINANCIAL STATEMENTS Page Condensed Statement of Income 2 Condensed Balance Sheet 3 Condensed Statement of Cash Flows 4 SCHEDULES Schedule 1 - Total Disbursements 5 Schedule 2 - Bank Reconciliations 6 Schedule 3 - Total Disbursements to Retained Professionals 7 Schedule 4 - Summary of Unpaid Post- Petition Debts 8 Schedule 5 - Schedule of Federal, State, and Lo (March 1st, 2019)
Tenet Healthcare Corp – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of February 27, 2019 (the “Effective Date”) and amends that certain Employment Agreement (the “Agreement”) dated as of March 24, 2018 between Ronald A. Rittenmeyer (the “Executive”) and Tenet Healthcare Corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Nexeo Solutions, Inc. – LIMITED LIABILITY COMPANY AGREEMENT OF PILATES MERGER SUB II LLC Dated as of September 10, 2018 (March 1st, 2019)

This Limited Liability Company Agreement (this “Agreement”) of Pilates Merger Sub II LLC is entered into by Univar Inc. (the “Member”).

Univar Inc. – PURCHASE AND SALE AGREEMENT by and among NEXEO SOLUTIONS, INC., NEON HOLDINGS, INC. and, solely for purposes of Section 13.18, UNIVAR INC. Dated as of February 8, 2019 (March 1st, 2019)

This PURCHASE AND SALE AGREEMENT, dated as of February 8, 2019 (the “Agreement Date”), is made by and between Nexeo Solutions, Inc. a Delaware corporation (“Seller”), Neon Holdings, Inc., a Delaware corporation (“Buyer” and, together with Seller, the “Parties”) and, solely for purposes of Section 13.18, Univar Inc., a Delaware corporation (“Parent”).

Seachange International Inc – COOPERATION AGREEMENT (March 1st, 2019)

This Cooperation Agreement (this “Agreement”) is made and entered into as of February 28, 2019 by and among SeaChange International, Inc. (the “Company”) and Karen Singer and TAR Holdings LLC, on behalf of themselves and their Associates and Affiliates (as such terms are defined in Section 2 below) (collectively, “Singer”) (each of the Company and Singer, a “Party” to this Agreement, and collectively, the “Parties”).

Benefitfocus,Inc. – Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (March 1st, 2019)
Omega Flex, Inc. – CHANGE OF CONTROL AGREEMENT (March 1st, 2019)

This Change of Control Agreement is made as of March 1, 2019, by and between Omega Flex, Inc., a Pennsylvania corporation (the “Company”) and ____________ (the “Employee”) to take effect only if and at such time that the Board of Directors of the Company (the “Board”) has authorized or ratified this Agreement pursuant to Section 11 hereof.

NovaBay Pharmaceuticals, Inc. – SECURITY AGREEMENT (March 1st, 2019)

THIS SECURITY AGREEMENT (this “Agreement”) dated as of February 27, 2019, between NOVABAY PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and China Kington Asset Management Co. Ltd., in its capacity as Collateral Agent for the benefit of the Secured Party (together with its successors and assigns in such capacity, the “Collateral Agent”).

Digerati Technologies, Inc. – CONVERTIBLE PROMISSORY NOTE (March 1st, 2019)

This Note carries an original issue discount of $14,000.00 (the “OID”), to cover the Holder’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $126,000.00, computed as follows: the Principal Amount minus the OID.

Sanderson Farms Inc – Contact: Mike Cockrell Treasurer & Chief Financial Officer (March 1st, 2019)
Ultragenyx Pharmaceutical Inc. – ULTRAGENYX PHARMACEUTICAL INC. 5,072,464 Shares of Common Stock Underwriting Agreement (March 1st, 2019)
Tenet Healthcare Corp – FOURTH AMENDED TENET HEALTHCARE CORPORATION ANNUAL INCENTIVE PLAN (As Amended and Restated Effective February 27, 2019) (March 1st, 2019)
Montage Resources Corp – Montage Resources Corporation Announces Initial 2019 Financial and Operating Guidance, Schedules Fourth Quarter and Full Year 2018 Earnings Release and Conference Call Date, and Provides Information on 2019 Analyst Day (March 1st, 2019)

IRVING, TX - February 28, 2019- (BUSINESS WIRE) - Montage Resources Corporation (NYSE:MR) (the “Company” or “Montage”) (formerly known as Eclipse Resources Corporation, “Eclipse Resources”) is pleased to announce its initial 2019 financial and operating guidance, schedule its fourth quarter and full year 2018 earnings release and conference call, and provide information regarding its upcoming 2019 Analyst Day.