8-k-a Sample Contracts

Iridex CorpASSET PURCHASE AGREEMENT (March 4th, 2021)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2021 (the “Agreement Date”) by and between IRIDEX Corporation, a Delaware corporation (“Acquiror”), and Topcon Medical Laser Systems, Inc., a California corporation (the “Company”, and collectively with Acquiror, the “Parties”), and, solely for the purpose of Section 11.15, Topcon America Corporation, a Delaware corporation (“Guarantor”).

Iridex CorpREGISTRATION RIGHTS AGREEMENT (March 4th, 2021)

This Registration Rights Agreement (this “Agreement”) is dated as of March 2, 2021 by and between IRIDEX Corporation, a company duly incorporated and existing under the laws of the State of Delaware (the “Company”), and Topcon America Corporation, a company duly incorporated and existing under the laws of the State of Delaware (the “Investor”).

Iridex CorpInvestment Agreement (March 4th, 2021)

This Investment Agreement (this “Agreement”) is dated as of March 2, 2021, by and between IRIDEX Corporation, a company duly incorporated and existing under the laws of the State of Delaware (the “Company”), and Topcon America Corporation, a company duly incorporated and existing under the laws of the State of Delaware (the “Investor”).

Iridex CorpDISTRIBUTION AGREEMENT (March 4th, 2021)

This Distribution Agreement (this “Agreement”) is entered into as of March 2, 2021 by and between Iridex Corporation, a Delaware corporation with its principal place of business at 1212 Terra Bella Avenue, Mountain View, California 94043, United States (“Iridex”), and Topcon Corporation, a corporation organized under the laws of Japan with its principal place of business at 75-1 Hasunuma-cho, Itabashi-ku, Tokyo, Japan, 174-8580 (“Topcon”). Iridex and Topcon may be referred to herein by name or, individually, as a “Party” and, collectively, as the “Parties”.

Apollo Endosurgery, Inc.APOLLO ENDOSURGERY, INC. TRANSITION SERVICES AGREEMENT (March 3rd, 2021)

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is effective as of February 28, 2021 (the “Effective Date”) by and between Todd Newton, an individual, with a business address of [REDACTED] (the “Consultant”) and Apollo Endosurgery, Inc., a Delaware corporation (the “Company”) to be effective as provided herein.

Apollo Endosurgery, Inc.SEPARATION AGREEMENT AND RELEASE (March 3rd, 2021)

This Separation Agreement and Release (“Agreement”) is made by and between Todd Newton (“you” or “your”) and Apollo Endosurgery, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

Apple Hospitality REIT, Inc.THIRD AMENDMENT TO CREDIT AGREEMENT (March 2nd, 2021)
Peridot Acquisition Corp.BUSINESS COMBINATION AGREEMENT BY AND AMONG PERIDOT ACQUISITION CORP., LI-CYCLE CORP. AND LI-CYCLE HOLDINGS CORP. DATED AS OF FEBRUARY 15, 2021 (February 23rd, 2021)

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 15, 2021, is made by and among Peridot Acquisition Corp., a Cayman Islands exempted company (“Peridot”), Li-Cycle Corp., a corporation existing under the laws of the Province of Ontario, Canada (the “Company”), and Li-Cycle Holdings Corp., a company incorporated under the Province of Ontario, Canada (“Newco”). Peridot, the Company and Newco shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

Osprey Technology Acquisition Corp.FORM OF SUPPORT AGREEMENT1 (February 22nd, 2021)

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2021, by and among Osprey Technology Acquisition Corp., a Delaware corporation (“Acquiror”), Osprey Technology Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), BlackSky Holdings, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company set forth on the signature page here (the “Stockholder”). Capitalized terms used but not defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Osprey Technology Acquisition Corp.AGREEMENT AND PLAN OF MERGER dated as of February 17, 2021 by and among OSPREY TECHNOLOGY ACQUISITION CORP., OSPREY TECHNOLOGY MERGER SUB, INC., and BLACKSKY HOLDINGS, INC. (February 22nd, 2021)

This Agreement and Plan of Merger (this “Agreement”), dated as of February 17, 2021, is entered into by and among Osprey Technology Acquisition Corp., a Delaware corporation (“Acquiror”), Osprey Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and BlackSky Holdings, Inc., a Delaware corporation (the “Company”). Each of Acquiror, the Company and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Except as otherwise indicated, capitalized terms used shall have the meanings set forth in Article I of this Agreement.

Byline Bancorp, Inc.February 19, 2021 (February 22nd, 2021)

On behalf of the Board of Directors of each of Byline Bancorp, Inc., a Delaware corporation (the “Holding Company”), and Byline Bank, an Illinois chartered bank (the “Bank”), (the “Holding Company Board” and the “Bank Board”, respectively), I am pleased to confirm your employment with the Holding Company and Bank on the terms set forth in this letter (this “Agreement”), effective as of February 12, 2021. As used herein, “Company” shall refer collectively to the Holding Company and Bank such that references to your employment by the Company or to your duties or obligations to the Company shall include your duties and obligations to the Holding Company and Bank, as applicable, and references in this Agreement to the Company’s obligations to provide compensation or make payments to you shall include obligations of the Holding Company and Bank to pay or provide, or to cause to be paid or provided, in either case without duplication, such compensation or payments to you. Capitalized terms u

Osprey Technology Acquisition Corp.FORM OF SUBSCRIPTION AGREEMENT (February 22nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 17, 2021, by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).

Osprey Technology Acquisition Corp.FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (February 22nd, 2021)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, by and among Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), Osprey Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and each of the Persons listed on Schedule A hereto, together with any of such Persons’ permitted transferees that have been assigned such Persons’ rights in accordance with the terms of this Agreement, including the Sponsor Members (each, a “Holder” and collectively, the “Holders”).

Osprey Technology Acquisition Corp.SPONSOR SUPPORT AGREEMENT (February 22nd, 2021)

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2021, by and among BlackSky Holdings, Inc., a Delaware corporation (the “Company”), Osprey Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Osprey Technology Acquisition Corp., a Delaware corporation (“Acquiror”).

SRAX, Inc.COMMON STOCK PURCHASE WARRANT srax, inc. (February 22nd, 2021)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 31, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SRAX, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Telkonet IncWIRELESS NETWORK PATENT LICENSE AGREEMENT (February 19th, 2021)

THIS WIRELESS NETWORK PATENT LICENSE AGREEMENT is made by and between SIPCO, LLC (“SIPCO”), a limited liability company organized and existing under the laws of the State of Georgia, and IPCO, LLC dba IntusIQ (“IPCO”), a limited liability company organized and existing under the laws of the State of Georgia, (SIPCO and IPCO hereinafter collectively “Licensors” or individually “Licensor”), and Telkonet, Inc. (“Licensee”), a Utah Corporation organized and existing under the laws of Utah.

HighCape Capital Acquisition Corp.SUBSCRIPTION AGREEMENT February 18, 2021 (February 19th, 2021)

In connection with the proposed business combination (the “Transaction”) between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Quantum-SI Incorporated, a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of February 18 , 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection therewith, the undersigned subscriber (the “Subscriber”) and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:

HighCape Capital Acquisition Corp.BUSINESS COMBINATION AGREEMENT BY AND AMONG HIGHCAPE CAPITAL ACQUISITION CORP., TENET MERGER SUB, INC., AND QUANTUM-SI INCORPORATED DATED AS OF FEBRUARY 18, 2021 (February 19th, 2021)

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made by and among HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape”), Tenet Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Quantum-Si Incorporated, a Delaware corporation (the “Company”). HighCape, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

HighCape Capital Acquisition Corp.FORM OF SUBSCRIPTION AGREEMENT (Foresite) February 18, 2021 (February 19th, 2021)

In connection with the proposed business combination (the “Transaction”) between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Quantum-SI Incorporated, a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of February 18, 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company agrees to sell to the Subscriber, and the Subscriber agrees to purchase from the Company [●] shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $0.001 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection therewith, the Subscriber and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:

Molina Healthcare, Inc.WAIVER AND RELEASE AGREEMENT (February 18th, 2021)

This Waiver and Release Agreement (“Agreement” and/or “Release”) is made and entered into as of this 22nd day of December, 2020 (the “Effective Date”), by and between Thomas L. Tran (“Executive”), on the one hand, and Molina Healthcare, Inc., a Delaware corporation (the “Company”), on the other hand (collectively, the “Parties”).

Us Energy CorpUNDERWRITING AGREEMENT (February 17th, 2021)

The undersigned, U.S. Energy Corp., a company incorporated under the laws of Wyoming (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of U.S. Energy Corp. (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Kingswood Capital Markets, a division of Benchmark Investments, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Us Energy CorpLOCK-UP AGREEMENT (February 17th, 2021)
MDH Acquisition Corp.WARRANT AGREEMENT (February 9th, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021, is by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).

Midwest Holding Inc.CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED ... (February 5th, 2021)

This AMENDED AND RESTATED FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”), dated as of December 8, 2020 and effective as of April 24, 2020 (the “Effective Date”), is made by and between American Life & Security Corp., an insurance company organized under the laws of the State of Nebraska (the “Ceding Company”), and Crestline Re SPC, an exempted segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Crestline Re SP 1, one of its segregated portfolios (the “Reinsurer”) (as successor by novation to Seneca Incorporated Cell, LLC 2020-02, an incorporated cell of Seneca Reinsurance Company, LLC, a sponsored captive insurance company formed as a limited liability company under the Laws of the State of Vermont).

Destination Xl Group, Inc.PLACEMENT AGENCY AGREEMENT (February 5th, 2021)
Destination Xl Group, Inc.STOCK PURCHASE AGREEMENT (February 5th, 2021)

This Stock Purchase Agreement (this “Agreement”) is dated as of February 5, 2021, between Destination XL Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

OP BancorpASSET PURCHASE AGREEMENT (February 5th, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of January 28, 2021, (the “Effective Date”), is executed by and between Hana Small Business Lending, Inc., a Delaware corporation (the “Seller”), and Open Bank, a California corporation (the “Purchaser”). Certain initially capitalized terms used but not defined in this Agreement have the meanings ascribed to them in Section 9.1.

Midwest Holding Inc.AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (ModCo and Funds Withheld Accounts) (February 5th, 2021)

This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (“Agreement”), dated as of December 8, 2020 (the “Effective Date”), is entered into by and between American Life & Security Corp. (the “Company”) and Crestline Management, L.P. (the “Manager”) for the management of certain assets held by the Company (as described below) under the terms of Reinsurance Agreement (as defined below). The Company and the Manager shall collectively be referred to herein as the “Parties”.

Midwest Holding Inc.AMENDED AND RESTATED TRUST AGREEMENT (February 5th, 2021)

This Amended and Restated Trust Agreement (the “Trust Agreement”) is made and entered into as of this 8th day of December, 2020 (the “Effective Date”) among AMERICAN LIFE & SECURITY CORP., a Nebraska-domiciled insurance company (the “Beneficiary”), CRESTLINE RE SPC, for and on behalf of CRESTLINE RE SP 1 (as successor by novation to Seneca Incorporated Cell, LLC 2020-02, an incorporated cell of Seneca Reinsurance Company, LLC, a sponsored captive insurance company formed as a limited liability company under the Laws of Vermont) (the “Grantor”) and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

Code Chain New Continent LTDTERMINATION AGREEMENT (February 4th, 2021)

This Termination Agreement is dated February 4, 2021 (this “Agreement”), by and among Code Chain New Continent Limited, a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of the Company, the “Company”), Chengdu Ma Shang Pai Auction Co., Ltd., a PRC limited liability company (“MSP”) and shareholders of MSP, listed in Exhibit A (each a “Shareholder” and collectively the “Shareholders”), who owns 100% equity interests of MSP. Capitalized terms used herein without definition shall have the meanings assigned to them in the Share Purchase Agreement (defined below) by and among the Parties dated January 11, 2021.

Aspirational Consumer Lifestyle Corp.AGREEMENT AND PLAN OF MERGER by and among ASPIRATIONAL CONSUMER LIFESTYLE CORP., KITTYHAWK MERGER SUB LLC, WHEELS UP BLOCKER SUB LLC, KITTYHAWK BLOCKER SUB I INC., KITTYHAWK BLOCKER SUB II INC., KITTYHAWK BLOCKER SUB III INC., KITTYHAWK BLOCKER SUB IV ... (February 2nd, 2021)

This Agreement and Plan of Merger, dated as of February 1, 2021 (this “Agreement”), is made and entered into by and among (a) Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), (b) KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), (c) Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Blocker Sub”), (d) KittyHawk Blocker Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Blocker Merger Sub I”), (e) KittyHawk Blocker Sub II Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Blocker Merger Sub II”), (f) KittyHawk Blocker Sub III Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Blocker Merger Sub I

Aspirational Consumer Lifestyle Corp.SPONSOR SUPPORT AGREEMENT (February 2nd, 2021)

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 1, 2021, by and among Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I attached hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Aspirational Consumer Lifestyle 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”), and Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

Aspirational Consumer Lifestyle Corp.SUBSCRIPTION AGREEMENT (February 2nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 1, 2021, by and between Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“ASPL”), and the undersigned subscriber (the “Investor”).

Aspirational Consumer Lifestyle Corp.EQUITYHOLDER SUPPORT AGREEMENT (February 2nd, 2021)

This Equityholder Support Agreement (this “Agreement”) is dated as of February 1, 2021, by and among Aspirational Consumer Lifestyle 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”), the Persons set forth on Schedule I attached hereto (each, a “Company Equityholder”, and collectively, the “Company Equityholders”) and Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Peabody Energy CorpFIRST AMENDMENT TO AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT (February 1st, 2021)

INDENTURE dated as of January 29, 2021 among PIC AU Holdings LLC, a Delaware limited liability company (the “Main Issuer”), PIC AU Holdings Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Main Issuer, the “Issuers”), Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and Peabody Energy Corporation, a Delaware corporation (on a limited basis, to the extent of its obligations specifically set forth herein), and amended and restated as of [ ], 2021 pursuant to that certain First Supplemental Indenture, dated as of [ ], 2021.