Colorado Sample Contracts

National Western Life Group, Inc. – Change in Control Agreement (March 1st, 2019)

This Change in Control Agreement, dated as of February 28, 2019, is entered into between and among National Western Life Insurance Company, a Colorado corporation (“NWLIC”), National Western Life Group, Inc., a Delaware corporation (“NWLGI”), collectively referred to as (“NWL”), and Brian M. Pribyl (the “Executive”).

Aberdeen Standard Silver ETF Trust – Novation of and Amendment No. 1 to Marketing Agent Agreement (March 1st, 2019)

This Novation of and Amendment No. 1 to the Marketing Agent Agreement (this “Amendment”), by and between Aberdeen Standard Investments ETFs (US) LLC (formerly, ETF Securities (US) LLC and ETFS Marketing, LLC), a Delaware limited liability company (“Aberdeen ETFs US”),  Aberdeen Standard Investments ETFs Sponsor LLC, a Delaware limited liability company (“Aberdeen ETFs Sponsor”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”),  is effective as of October 1, 2018 (the “Effective Date”).

Aberdeen Standard Precious Metals Basket ETF Trust – Novation of and Amendment No. 1 to Marketing Agent Agreement (March 1st, 2019)

This Novation of and Amendment No. 1 to the Marketing Agent Agreement (this “Amendment”), by and between Aberdeen Standard Investments ETFs (US) LLC (formerly, ETF Securities (US) LLC and ETFS Marketing, LLC), a Delaware limited liability company (“Aberdeen ETFs US”),  Aberdeen Standard Investments ETFs Sponsor LLC, a Delaware limited liability company (“Aberdeen ETFs Sponsor”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”),  is effective as of October 1, 2018 (the “Effective Date”).

Kratos Defense & Security Solutions, Inc. – AMENDED AND RESTATED LEASE AGREEMENT (February 28th, 2019)

This Lease amends and restates in its entirety (a) that certain Lease Agreement (Existing Building Area) dated as of May 31, 2017, as amended from time to time, by and between Lessor and Lessee, and (b) that certain Lease Agreement (New Building Area) dated as of May 31, 2017, as amended from time to time, by and between Lessor and Lessee (collectively, the “Previous Lease”) by and between Lessor and Lessee. The terms of the Previous Lease shall remain in force and effect until the Previous Lease terminates at 11:59 p.m. on the date immediately prior to the Effective Date. The terms contained in this Lease shall apply to and be effective with respect to the period from and after the Effective Date, without novation, replacement or substitution of the Previous Lease.

TransMontaigne Partners LLC – State of Delaware Secretary of State Division of Corporations Delivered 03:14PM 02n6/2019 FILED 03:14PM 02n6/2019 SR 20191429195 - File Number 3898774 CERTIFICATE OF MERGER MERGING TRANSMONTAIGNE GP L.L.C. a Delaware limited liability company WITH AND INTO TRANSMONTAIGNE PARTNERS LLC a Delaware limited liability company Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned hereby certifies the following as ofFebruary 26, 2019: FIRST: LLC. The name of the surviving limited liability company is TransMontaigne Partners SECOND: The name of the limited l (February 28th, 2019)

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized officer as of the date first set forth above.

Aberdeen Standard Platinum ETF Trust – Novation of and Amendment No. 1 to Marketing Agent Agreement (February 28th, 2019)

This Novation of and Amendment No. 1 to the Marketing Agent Agreement (this “Amendment”), by and between Aberdeen Standard Investments ETFs (US) LLC (formerly, ETF Securities (US) LLC and ETFS Marketing, LLC), a Delaware limited liability company (“Aberdeen ETFs US”),  Aberdeen Standard Investments ETFs Sponsor LLC, a Delaware limited liability company (“Aberdeen ETFs Sponsor”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”),  is effective as of October 1, 2018 (the “Effective Date”).

NGL Energy Partners LP – FIFTH SUPPLEMENTAL INDENTURE (February 28th, 2019)

FIFTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Aberdeen Standard Palladium ETF Trust – Novation of and Amendment No. 1 to Marketing Agent Agreement (February 28th, 2019)

This Novation of and Amendment No. 1 to the Marketing Agent Agreement (this “Amendment”), by and between Aberdeen Standard Investments ETFs (US) LLC (formerly, ETF Securities (US) LLC and ETFS Marketing, LLC), a Delaware limited liability company (“Aberdeen ETFs US”),  Aberdeen Standard Investments ETFs Sponsor LLC, a Delaware limited liability company (“Aberdeen ETFs Sponsor”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”),  is effective as of October 1, 2018 (the “Effective Date”).

Aberdeen Standard Gold ETF Trust – Novation of and Amendment No. 1 to Marketing Agent Agreement (February 28th, 2019)

This Novation of and Amendment No. 1 to the Marketing Agent Agreement (this “Amendment”), by and between Aberdeen Standard Investments ETFs (US) LLC (formerly, ETF Securities (US) LLC and ETFS Marketing, LLC), a Delaware limited liability company (“Aberdeen ETFs US”),  Aberdeen Standard Investments ETFs Sponsor LLC, a Delaware limited liability company (“Aberdeen ETFs Sponsor”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”),  is effective as of October 1, 2018 (the “Effective Date”).

TransMontaigne Partners LLC – State of Delawa re Secretary of State Divisio n of Corporations Delivered 11:34 AM 02/26/2019 illED 11:34AM 02/26/2019 SR 20191404106 - File N umber 3898774 CERTIFICATE OF MERGER of TLP MERGER SUB, LLC (a Delaware limited liability company) with and into TRANSMONTAIGNE PARTNERS L.P. (a Delaware limited partnership) February 26, 2019 Pursuant to Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the "DRULPA") and Section 18-209 of the Delaware Limited Liability Company Act (the"DLLCA"), TransMontaigne Partners L.P., a Delaware limited partnership (the "Pa1•tnersllip"), here (February 28th, 2019)

IN WITNESS WHEREOF, the undersigned Surviving Entity has executed and delivered this Certificate of Merger as of February 26, 2019.

NGL Energy Partners LP – SEVENTH SUPPLEMENTAL INDENTURE (February 28th, 2019)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Liberty Global Plc – Q4 2018 Fixed Income Release (February 27th, 2019)

Denver, Colorado February 27, 2019: Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB, LBTYK) is today providing selected, preliminary unaudited financial* and operating information for its fixed- income borrowing groups for the three months (“Q4”) and full year (“FY”) ended December 31, 2018 as compared to the results for the same period in the prior year (unless otherwise noted). The financial and operating information contained herein is preliminary and subject to change. We expect to issue the December 31, 2018 audited consolidated financial statements for each of our fixed-income borrowing groups prior to the end of March 2019, at which time they will be posted to the investor relations section of our website (www.libertyglobal.com) under the “Fixed Income” heading. Convenience translations provided herein are calculated as of December 31, 2018.

Liberty Global Plc – Liberty Global Reports Full Year and Fourth Quarter 2018 Results Announced the sale of UPC Switzerland for a total enterprise value of CHF 6.3 billion1 ($6.3 billion2)Vodafone transaction remains on track for mid-2019 completionFY 2018 continuing operations operating income up 10% to $839 million; rebased OCF growth of 3.5% and 4.3% for Full Company3Achieved all continuing operations full-year 2018 guidance Full company3 FCF target achievedRepurchased $2 billion of stock in 2018Denver, Colorado: February 27, 2019Liberty Global plc today announced its three months ("Q4") and full year ("FY") 20 (February 27th, 2019)

Liberty Global plc today announced its three months ("Q4") and full year ("FY") 2018 financial results. Our operations in Germany, Hungary, Romania and the Czech Republic, along with our DTH operations and our former operations in Austria (collectively, the "Discontinued European Operations") and the former LiLAC Group have been accounted for as discontinued operations. Unless otherwise indicated, the information in this release relates only to our continuing operations. As used in this release, the term "Full Company" includes our continuing operations and the Discontinued European Operations. For additional information, including the reasons that we present selected information on a Full Company basis, see note 3. In addition, on January 1, 2018, we adopted new revenue recognition rules on a prospective basis and a new presentation of certain components of our pension expense on a retrospective basis. All information in this release is presented on a comparable basis with respect to

Gold Resource Corp – SECOND AMENDMENT TO OFFICE LEASE (February 26th, 2019)

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into effective as of January 24, 2019 (the “Effective Date”), by and between LINCOLN ASB COLORADO CENTER, LLC, a Delaware limited liability company (“Landlord”) and GOLD RESOURCE CORPORATION, a Colorado corporation, (“Tenant”).

Cimarex Energy Co – NOTICE OF GRANT OF RESTRICTED STOCK AND AWARD AGREEMENT (PERFORMANCE AWARD) (February 20th, 2019)

By accepting this agreement online, you and Cimarex Energy Co. (the “Company”) agree that this restricted stock award is granted under and governed by the terms and conditions of the Company’s 2014 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), both of which are attached and made a part of this document. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Agreement, the terms and conditions of the Plan will prevail.

STWC. Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (February 19th, 2019)
STWC. Holdings, Inc. – CONVERTIBLE PROMISSORY NOTE (February 19th, 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.

Lone Star Gold, Inc. – INTELLECTUAL PROPERTY PURCHASE AGREEMENT (February 12th, 2019)

Nevada corporation (“Purchaser”), and Good Hemp Living, LLC, a Colorado limited liability company (“Seller”). Purchaser and Seller agree as follows:

Crocs, Inc. – EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (February 12th, 2019)

This Eighteenth Amendment to Amended and Restated Credit Agreement (the “Amendment”), is made this 6th day of February, 2019 among Crocs, Inc., a corporation organized under the laws of the State of Delaware (“Crocs”), Crocs Retail, LLC, a limited liability company organized under the laws of the State of Colorado (“Retail”), Jibbitz, LLC, a limited liability company organized under the laws of the State of Colorado (“Jibbitz” together with Crocs, Retail and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the Lenders who have executed this Amendment (the “Lenders”), KeyBank National Association, as syndication agent, and PNC Bank, National Association (“PNC”), as agent for Lenders (PNC, in such capacity, the “Administrative Agent”). All capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the below-defined Credit Agreement, as amended here

GrowGeneration Corp. – FORM OF ASSET PURCHASE AGREEMENT (February 12th, 2019)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the day of January 26, 2019 by and among GrowGeneration California Corp., a Delaware Corporation (“Buyer”) with offices at 1000 W. Mississippi, Denver CO 80223 48170 and GrowGeneration Corp., a Colorado Corporation (“Issuer”) with offices at 1000 W. Mississippi, Denver CO 80223, and Palm Springs Hydroponics, Inc., a Corporation with its address located at 1301 Montalvo Way #8, Palm Springs, CA 92262 (“Seller”).

GrowGeneration Corp. – FORM OF ASSET PURCHASE AGREEMENT (February 12th, 2019)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the day of January 26 2019 by and among GrowGeneration Nevada Corp., a Delaware Corporation (“Buyer”) with offices at 1000 W. Mississippi, Denver CO 80223 48170 and GrowGeneration Corp., a Colorado Corporation (“Issuer”) with offices at 1000 W. Mississippi, Denver CO 80223, and Reno Hydroponics, Inc., a Corporation with its address located at 5635 Riggins CT #21, Reno NV 89502 (“Seller”).

NGL Energy Partners LP – FIFTH SUPPLEMENTAL INDENTURE (February 11th, 2019)

FIFTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Zhang Bi – AMENDED AGREEMENT AND PLAN OF MERGER (AMENDMENT NO. 1) (February 11th, 2019)

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”

Cheng Yin-Chieh – AMENDED AGREEMENT AND PLAN OF MERGER (AMENDMENT NO. 1) (February 11th, 2019)

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”

NGL Energy Partners LP – SEVENTH SUPPLEMENTAL INDENTURE (February 11th, 2019)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Covetrus, Inc. – ESCROW AGREEMENT (February 7th, 2019)

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2019, by and among Henry Schein, Inc., a Delaware corporation (“Henry Schein”), Covetrus, Inc. (formerly known as HS Spinco, Inc.), Delaware corporation and a direct, wholly owned subsidiary of Henry Schein (“Spinco”), Shareholder Representative Services LLC, a Colorado limited liability company (the “Voyager Stockholders’ Representative”), solely in its capacity as the representative of the holders of capital stock of Voyager (as defined below), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

Andeavor Logistics Lp – MRLS-ANDX SECONDMENT AGREEMENT (February 5th, 2019)

THIS MRLS-ANDX SECONDMENT AGREEMENT is entered into on January 30, 2019 to be effective as of the Effective Date (as defined below), by and between:

Andeavor Logistics Lp – MPLS-ANDX SECONDMENT AGREEMENT (February 5th, 2019)

THIS MPLS-ANDX SECONDMENT AGREEMENT is entered into on January 30, 2019 to be effective as of the Effective Date (as defined below) by and between:

STWC. Holdings, Inc. – EMPLOYMENT AGREEMENT (February 5th, 2019)

This Employment Agreement (the “Agreement”) is entered into as of the date written below by and between STWC Holdings, Inc., a Colorado corporation (the “Company”), and Matthew Willer, a resident of Colorado (“Employee”).  The parties hereby agree as follows:

Lifevantage Corp – SECOND LOAN MODIFICATION AGREEMENT (February 4th, 2019)

This Second Loan Modification Agreement (the “Agreement”) is entered into as of February 1, 2019 (the “Effective Date”) by and between Zions Bancorporation, N.A., dba Zions First National Bank (“Lender”); LifeVantage Corporation, a Delaware corporation (“LifeVantage”), and Lifeline Nutraceuticals Corporation, a Colorado corporation (together with LifeVantage, the “Borrower”).

Lifevantage Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 4th, 2019)

This amended and restated employment agreement (the “Agreement”) is entered into by and between Darren Jensen (“you” or “your”) and LifeVantage Corporation, a Colorado corporation, (the “Company”). This Agreement amends, restates and supersedes that certain Amended and Restated Employment Agreement between you and the Company dated December 6, 2016 (the “Prior Agreement”). This Agreement has an effective date of January 8, 2019 (the “Effective Date”) and will automatically terminate on the ninetieth (90th) day following the close of the first fiscal year of the Company in which Net Revenue (as defined on Addendum A hereto) exceeds $500 million (the “Expiration Date”) unless extended by mutual written agreement of the Company and you on or prior to the Expiration Date. In consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:

Nocera, Inc. – AMENDED AGREEMENT AND PLAN OF MERGER (AMENDMENT NO. 1) (January 31st, 2019)

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”

Citizens Inc – EMPLOYMENT AGREEMENT (January 25th, 2019)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of January, 1, 2019 (the “Effective Date”), by and between Citizens, Inc., a Colorado corporation (the “Company”), and Geoffrey M. Kolander (the “Executive”) (collectively the “Parties”).

Citizens Inc – EMPLOYMENT AGREEMENT TERMINATION (January 25th, 2019)

This EMPLOYMENT AGREEMENT TERMINATION (this “Agreement”) is entered into as of January 24, 2019 (the “Effective Date”) by and between Citizens, Inc., a Colorado corporation (the “Company”), and Kay E. Osbourn (the “Executive”) (each, a “Party” and together, the “Parties”).

General Cannabis Corp – EMPLOYMENT AGREEMENT (January 24th, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 21, 2019 (“Effective Date”), is entered into by and between General Cannabis Corp., a Colorado corporation (the “Company”), and Michael Feinsod, an individual (“Employee”).