Day Pitney Sample Contracts

Employment Agreement (October 1st, 2018)

EMPLOYMENT AGREEMENT (this "Agreement") made as of October 15, 2018, by and between the Federal Agricultural Mortgage Corporation, a federally-chartered instrumentality of the United States with its principal place of business at 1999 K Street, N.W., Washington, D.C. ("Farmer Mac") and Bradford T. Nordholm (the "Executive").

Agreement and Plan of Merger Dated as of September 20, 2018 (September 24th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of September 20, 2018, by and among Independent Bank Corp. ("Buyer"), Rockland Trust Company, a wholly owned subsidiary of Buyer ("Buyer Bank"), Blue Hills Bancorp, Inc. ("Company"), and Blue Hills Bank a wholly owned subsidiary of Company ("Company Bank"). Capitalized terms used in this Agreement have the meaning set forth in Article VIII.

Del Frisco's Restaurant Group, Inc. – First Amendment to Credit Agreement (August 27th, 2018)

This CREDIT AGREEMENT, dated as of June 27, 2018 among DEL FRISCO'S RESTAURANT GROUP, INC. (the "Borrower"), a Delaware corporation, the lenders from time to time parties hereto (each, a "Lender" and, collectively, the "Lenders") and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).

MonoSol Rx, Inc. – Dated August 15, 2008 (July 16th, 2018)
Del Frisco's Restaurant Group, Inc. – CREDIT AGREEMENT Dated as of June 27, 2018 Among DEL FRISCO'S RESTAURANT GROUP, INC., as the Borrower, the Several Lenders From Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent JPMORGAN CHASE BANK, N.A., and CITIZENS BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (June 28th, 2018)

This CREDIT AGREEMENT, dated as of June 27, 2018 among DEL FRISCO'S RESTAURANT GROUP, INC. (the "Borrower"), a Delaware corporation, the lenders from time to time parties hereto (each, a "Lender" and, collectively, the "Lenders") and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).

MonoSol Rx, Inc. – License Agreement (June 27th, 2018)

This LICENSE AGREEMENT (together with any Schedules hereto, this "Agreement") is entered into as of April 1, 2016 (the "Effective Date") by and between MonoSol Rx, LLC, a Delaware limited liability company ("Licensor"), and Cynapsus Therapeutics Inc., a Canadian corporation ("Licensee"). Licensor and Licensee are sometimes referred to hereinafter individually as a "Party" and collectively as the "Parties."

MonoSol Rx, Inc. – Executive Employment Agreement (June 27th, 2018)

This Executive Employment Agreement (the "Agreement") is made and entered into as of June 26, 2018 (the "Effective Date") by and between Aquestive Therapeutics, Inc. (the "Company"), and Daniel Barber (the "Executive").

MonoSol Rx, Inc. – Commercial Exploitation Agreement (June 27th, 2018)
MonoSol Rx, Inc. – Executive Employment Agreement (June 27th, 2018)

This Executive Employment Agreement (the "Agreement") is made and entered into as of June 26, 2018 (the "Effective Date") by and between Aquestive Therapeutics, Inc. (the "Company"), and John Maxwell (the "Executive").

MonoSol Rx, Inc. – Registration Rights Agreement (June 27th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 24, 2018 (the "Effective Date"), is by and among Aquestive Therapeutics, Inc., a Delaware corporation (the "Corporation"), Aquestive Partners, LLC, a Delaware limited liability company ("APL"), the holders of membership interests of APL (the "Membership Interests") that are signatories hereto (each, a "Member", and collectively, the "Members"), the members of the board of directors of APL (the "Directors"), and each of the other holders of Registrable Securities who at any time become a party hereto (the "Other Holders"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.

Agreement and Plan of Merger (May 31st, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of May 29, 2018, by and among Independent Bank Corp. ("Buyer"), Rockland Trust Company, a wholly owned subsidiary of Buyer ("Buyer Bank"), MNB Bancorp ("Company"), and The Milford National Bank and Trust Company, a wholly owned subsidiary of Company ("Company Bank"). Capitalized terms used in this Agreement have the meaning set forth in Article VIII.

Loxo Oncology, Inc. – Amendment to Lease (March 1st, 2018)

This AMENDMENT TO LEASE (this Amendment) is made and entered into as of November 15, 2017 between ONE STAMFORD PLAZA OWNER LLC, a Delaware limited liability company (Landlord) and LOXO ONCOLOGY, INC., a Delaware corporation (Tenant).

Ii 3.10. Taxes ................................................................ ......................................................57 3.11. Replacement of Lenders ....................................................................... .................59 IV. COLLATERAL: GENERAL TERMS .............................................................................60 4.1. Security Interest in the Collateral ..........................................................................60 4.2. Perfection of Security Interest ............................................................................... (February 9th, 2018)
1St Constitution Bancorp [Nj] – Agreement and Plan of Merger (November 7th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of November 6, 2017, is by and among 1st Constitution Bancorp, a New Jersey corporation and registered bank holding company ("1st Constitution"), 1st Constitution Bank, a New Jersey state commercial bank and the wholly-owned banking subsidiary of 1st Constitution (the "Bank"), and New Jersey Community Bank, a New Jersey state commercial bank ("NJCB"). 1st Constitution, the Bank and NJCB are sometimes collectively referred to as the "Parties" or individually referred to as a "Party". Defined terms are described in Section 9.11 of this Agreement.

Valley National Bancorp (A New Jersey Corporation) 4,000,000 Shares 5.50% Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B UNDERWRITING AGREEMENT (August 1st, 2017)
AGREEMENT AND PLAN OF MERGER Dated as of July 26, 2017 Between VALLEY NATIONAL BANCORP and USAMERIBANCORP, INC. (July 28th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 26, 2017 (this Agreement), is between Valley National Bancorp, a New Jersey corporation and registered bank holding company (Valley), and USAmeriBancorp, Inc., a Florida corporation and registered financial holding company (Bancorp).

Valley National Bancorp to Acquire Usameribancorp, Inc. And Substantially Enhance Its Florida Franchise (July 26th, 2017)

WAYNE, N.J. - Wednesday, July 26, 2017 - In a merger of two banks with a similar focus on personal service and community involvement, Valley National Bancorp ("Valley") (NYSE:VLY) announced today that it is expanding its Florida presence and moving into Alabama by acquiring USAmeriBancorp, Inc. ("USAB") (OTC Pink: USAB).

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2017 Among GLOBAL OPERATING LLC, GLOBAL COMPANIES LLC, GLOBAL MONTELLO GROUP CORP. GLEN HES CORP. CHELSEA SANDWICH LLC GLP FINANCE CORP. GLOBAL ENERGY MARKETING LLC GLOBAL CNG LLC ALLIANCE ENERGY LLC CASCADE KELLY HOLDINGS LLC and WARREN EQUITIES, INC. As the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, Alternative Currency Fronting Lender and L/C Issuer JPMORGAN CHASE BANK, N.A. As an L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, N.A. As Co-Syndication Agents CITIZENS BANK, N.A., S (May 9th, 2017)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of April 25, 2017, among GLOBAL OPERATING LLC, a Delaware limited liability company ("OLLC"), GLOBAL COMPANIES LLC, a Delaware limited liability company ("Global"), GLOBAL MONTELLO GROUP CORP., a Delaware corporation ("Montello"), GLEN HES CORP., a Delaware corporation ("Glen Hes"), CHELSEA SANDWICH LLC, a Delaware limited liability company ("Chelsea LLC"), GLP FINANCE CORP., a Delaware corporation ("Finance"), GLOBAL ENERGY MARKETING LLC, a Delaware limited liability company ("GEM"), GLOBAL CNG LLC, a Delaware limited liability company ("CNG"), ALLIANCE ENERGY LLC, a Massachusetts limited liability company ("Alliance"), CASCADE KELLY HOLDINGS LLC, an Oregon limited liability company ("Cascade") and WARREN EQUITIES, INC., a Delaware Corporation ("Warren" and, collectively with OLLC, Global, Montello, Glen Hes, Ch

Valley National Bancorp (A New Jersey Corporation) 8,400,000 Shares of Common Stock, No Par Value UNDERWRITING AGREEMENT (December 13th, 2016)
Lakeland Bancorp, Inc. – LAKELAND BANCORP, INC. Up to $50,000,000 of Common Stock (No Par Value Per Share) at Market Issuance Sales Agreement (December 9th, 2016)
Southwest Gas – SOUTHWEST GAS CORPORATION 6.10% Senior Notes Due 2041 AMENDMENT NO. 2 to NOTE PURCHASE AGREEMENT Dated September 30, 2016 (November 8th, 2016)

This Amendment No. 2, dated September 30, 2016 (this Amendment No. 2), to the Note Purchase Agreement (as defined below), is by and among SOUTHWEST GAS CORPORATION, a California corporation (the Company), and the holders of the Notes (as defined below) (the Noteholders).

SERIES a PREFERRED STOCK PURCHASE AGREEMENT Dated as of November 7, 2016 by and Among EASTMAN KODAK COMPANY, SOUTHEASTERN ASSET MANAGEMENT, INC., LONGLEAF PARTNERS SMALL-CAP FUND, C2W PARTNERS MASTER FUND LIMITED and DESERET MUTUAL PENSION TRUST (November 7th, 2016)

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this Agreement), is made and entered into as of the 7th day of November, 2016, by and among Eastman Kodak Company, a New Jersey corporation (the Company), the investors listed on Exhibit A to this Agreement (each a Purchaser and collectively, the Purchasers), and Southeastern Asset Management, Inc.

RE/MAX Holdings, Inc. – Asset Purchase Agreement (November 3rd, 2016)

This Asset Purchase Agreement (this "Agreement"), dated as of November 3, 2016, is entered into by and among RE/MAX of New Jersey, Inc., a New Jersey corporation ("Seller"), RE/MAX, LLC, a Delaware limited liability company ("Buyer"), Joseph L. Ventresca and Jeffrey L. Snyder (together, the "Principals" and each, a "Principal"), and the Maximum Family Trust, a New Jersey trust (the "Maximum Trust") (the Principals, and the Maximum Trust if and when it becomes an owner of shares of Seller, being referred to herein, collectively, as the "Stockholders").

Agreement and Plan of Merger Dated as of October 20, 2016 by and Among Independent Bank Corp., Rockland Trust Company, Island Bancorp, Inc., and the Edgartown National Bank (October 20th, 2016)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of October 20, 2016, by and among Independent Bank Corp. ("Buyer"), Rockland Trust Company, a wholly owned subsidiary of Buyer ("Buyer Bank"), Island Bancorp, Inc. ("Company"), and The Edgartown National Bank, a wholly owned subsidiary of Company ("Company Bank"). Capitalized terms used in this Agreement have the meaning set forth in Article VIII.

Microphase Corp – Employment Agreement (October 3rd, 2016)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of July 1, 2016, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (the "Company"), and James P. Ashman, an individual and resident of the State of Connecticut with an address located at 35 Wright Street, Westport, CT 06880 ("Executive" and together with the Company, the "Parties" and each, a "Party").

Microphase Corp – Employment Agreement (October 3rd, 2016)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of July 1, 2016, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at 587 Connecticut Ave., Norwalk, Connecticut 06854 (the "Company"), and Michael Ghadaksaz, an individual and resident of the State of Illinois with an address located at 90 Dirleton Lane, Inverness, IL 60067 ("Executive" and together with the Company, the "Parties" and each, a "Party").

Amended and Restated Credit Agreement (August 9th, 2016)

WHEREAS, the Borrower entered into that certain Credit Agreement, dated as of September 3, 2013, among the Borrower, the Guarantors, the banks, financial institutions and other institutional lenders and issuers of letters of credit from time to time party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, Barclays Bank PLC, as syndication agent, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders (as amended, supplemented or otherwise modified prior to the Closing Date, the "Existing Credit Agreement");

Indivior Plc – This Exhibit Has Been Redacted and Is the Subject of a Confidential Treatment Request. Redacted Material Is Marked With [***] and Has Been Filed Separately With the Securities and Exchange Commission. Dated August 15, 2008 (August 1st, 2016)

WHEREAS, RB wishes to engage MSX to manufacture and supply the Products (as defined below) on the terms of this Agreement and MSX wishes to manufacture and supply the Products to RB on the terms of this Agreement.

York Entertainment – STOCK PURCHASE AGREEMENT Dated as of June 22, 2016 (June 28th, 2016)

This Stock Purchase Agreement (this "Agreement"), dated as of the date first set forth above, is entered into by and between Tarek Kirschen ("Seller"), South Centre, Inc. ("Purchaser"), and Carolco Pictures, Inc., a Florida corporation (together with its subsidiaries, the "Company").

Voya Financial, Inc. – SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of May 6, 2016 Among VOYA FINANCIAL, INC. As the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, a Fronting L/C Issuer and Several L/C Agent, and the Other Lenders Party Hereto CITIBANK, N.A. And JPMORGAN CHASE BANK, N.A., as Syndication Agents BARCLAYS BANK PLC, BMO HARRIS BANK, N.A., BNP PARIBAS, DEUTSCHE BANK AG NEW YORK BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH, ROYAL BANK OF CANADA, and WELLS FARGO BANK, N.A. As Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH (May 6th, 2016)

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of May 6, 2016, among VOYA FINANCIAL, INC., a Delaware corporation (formerly known as ING U.S., Inc., which itself was formerly known as ING America Insurance Holdings, Inc.) (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, a Fronting L/C Issuer and Several L/C Agent.

Midatech Pharma Plc – CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. LICENSE AND SUPPLY AGREEMENT by and Between MONOSOL RX, LLC, and GALENA BIOPHARMA, INC. (April 14th, 2016)

This LICENSE AND SUPPLY AGREEMENT (together with any Schedules hereto, this "Agreement") is entered into as of July 17, 2014 by and between MonoSol Rx, LLC, a Delaware limited liability company ("MSRx"), and Galena Biopharma, Inc., a Delaware corporation ("Galena"). MSRx and Galena are sometimes referred to hereinafter individually as a "Party" and collectively as the "Parties."

Cynapsus Therapeutics Inc. – License Agreement (April 6th, 2016)

This LICENSE AGREEMENT (together with any Schedules hereto, this "Agreement") is entered into as of April 1, 2016 (the "Effective Date") by and between MonoSol Rx, LLC, a Delaware limited liability company ("Licensor"), and Cynapsus Therapeutics Inc., a Canadian corporation ("Licensee"). Licensor and Licensee are sometimes referred to hereinafter individually as a "Party" and collectively as the "Parties."

Agreement and Plan of Merger (March 18th, 2016)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of March 17, 2016, by and among Independent Bank Corp. ("Buyer"), Rockland Trust Company, a wholly owned subsidiary of Buyer ("Buyer Bank"), New England Bancorp, Inc. ("Company"), and Bank of Cape Cod, a wholly owned subsidiary of Company ("Company Bank"). Capitalized terms used in this Agreement are defined to have the meaning set forth in Article VIII.

Lakeland Bancorp, Inc. – Agreement and Plan of Merger (February 18th, 2016)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of February 17, 2016, is by and among Lakeland Bancorp, Inc., a New Jersey corporation ("Parent"), Lakeland Bank, a New Jersey-chartered commercial bank and a wholly-owned subsidiary of Parent (the "Parent's Bank"), and Harmony Bank, a New Jersey-chartered commercial bank (the "Company"). Parent's Bank and the Company are sometimes collectively referred to herein as the "Constituent Corporations" or individually referred to as a "Constituent Corporation". Parent, Parent's Bank and the Company are sometimes collectively referred to herein as the "Parties" or individually referred to as a "Party." Defined terms are described in Section 9.11 of this Agreement.

LEASE AGREEMENT BETWEEN 184 PROPERTY OWNER, LLC, a New Jersey Limited Liability Company, LANDLORD, -AND- BELLEROPHON THERAPEUTICS, INC. A Delaware Corporation, TENANT DATED: August 6, 2015 (November 12th, 2015)

This LEASE AGREEMENT (this Lease) is dated August 6, 2015 and is between 184 PROPERTY OWNER, LLC, a New Jersey limited liability company (Landlord), and BELLEROPHON THERAPEUTICS, INC. a Delaware corporation (Tenant).