Delaware Sample Contracts

Drive Auto Receivables Trust 2019-1 – THIS ADMINISTRATION AGREEMENT (As Amended, Supplemented or Otherwise Modified and in Effect From Time to Time, This Agreement) Dated as of January 23, 2019, Is Between DRIVE AUTO RECEIVABLES TRUST 2019-1, a Delaware Statutory Trust (The Issuer), SANTANDER CONSUMER USA INC., an Illinois Corporation, as Administrator (Santander Consumer or the Administrator), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a National Banking Association, as Indenture Trustee (The Indenture Trustee). Capitalized Terms Used Herein and Not Otherwise Defined Herein Shall Have the Meanings Assigned Such Terms in Appendix (January 17th, 2019)
GM Financial Consumer Automobile Receivables Trust 2019-1 – Contract (January 17th, 2019)
Hospitality Properites Trust – SECOND TRANSACTION AGREEMENT by and Among HOSPITALITY PROPERTIES TRUST, HPT TA PROPERTIES TRUST, HPT TA PROPERTIES LLC, HPT PSC PROPERTIES TRUST, HPT PSC PROPERTIES LLC, TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC JANUARY 16, 2019 (January 17th, 2019)

THIS SECOND TRANSACTION AGREEMENT is made as of January 16, 2019, by and among HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (HPT), HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (HPT-TA Trust Landlord), HPT TA PROPERTIES LLC, a Maryland limited liability company (HPT-TA LLC Landlord and together with HPT-TA Trust Landlord, HPT-TA Landlord), HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust (HPT-PSC Trust Landlord), HPT PSC PROPERTIES LLC, a Maryland limited liability company (HPT-PSC LLC Landlord and together with HPT-PSC Trust Landlord, HPT-PSC Landlord), TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (TA LLC), TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, a Delaware limited liability company (TA Holding), and TA OPERATING LLC, a Delaware limited liability company (TA Tenant).

Cvr Refining Lp – Cvr Energy, Inc. 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 Notice of Election to Purchase Common Units Representing Limited Partner Interests of Cvr Refining, Lp January 18, 2019 (January 17th, 2019)

This document constitutes a Notice of Election to Purchase pursuant to Section 15.1(b) of the Partnership Agreement and serves as notice that CVR Energy, Inc., a Delaware corporation (CVI), has exercised its right pursuant to Section 15.1(b) of the Partnership Agreement (which right was previously assigned to CVI by CVR Refining GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner)) to purchase all of the Limited Partner Interests Outstanding held by Persons other than the General Partner and its Affiliates.

Drive Auto Receivables Trust 2019-1 – SALE AND SERVICING AGREEMENT by and Among DRIVE AUTO RECEIVABLES TRUST 2019-1, as Issuer SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER CONSUMER USA INC., as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of January 23, 2019 (January 17th, 2019)
Change in Control Agreement (January 17th, 2019)

THIS CHANGE IN CONTROL AGREEMENT (this Agreement) is entered into effective as of by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the Company), and (the Executive).

ASSET PURCHASE AGREEMENT Between SPECTRUM PHARMACEUTICALS, INC., as Seller, and ACROTECH BIOPHARMA LLC, as Buyer and AUROBINDO PHARMA USA, INC., as Parent Guarantor Dated as of January 17, 2019 (January 17th, 2019)
EpiCept Corporation – First Amendment Agreement (January 17th, 2019)

This First Amendment Agreement (this "Amendment") is made as of January 15, 2019 (the "Effective Date") by and between Immune Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Discover Growth Fund, LLC. ("Discover").

GM Financial Consumer Automobile Receivables Trust 2019-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, Issuer GM FINANCIAL, Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of January 16, 2019 (January 17th, 2019)
Eighth Supplemental Indenture Dated as of November 29, 2018 to the Indenture Dated as Of (January 17th, 2019)

EIGHTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of November 29, 2018, between AmTrust Financial Services, Inc., a Delaware corporation (the "Company"), and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), as trustee under the Indenture, dated as of December 21, 2011, between the Company and the Trustee (the "Base Indenture"), as supplemented by the Fourth Supplemental Indenture thereto, dated as of December 15, 2014 (the "Fourth Supplemental Indenture" and, together with the Base Indenture, the "Indenture") relating to the issuance of the Company's 2.75% Convertible Senior Notes due 2044 (the "Securities"). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Indenture referred to below.

StemCells, Inc. – PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Microbot Medical Inc. (January 17th, 2019)

THIS PLACEMENT AGENT 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 six-month anniversary of the date hereof (the "Initial Exercise Date") and until on or prior to 5:00 p.m. (New York City time) on ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Microbot Medical 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of October 12, 2018, by and between the Company and H.C. Wainwright & Co., LLC.

GM Financial Consumer Automobile Receivables Trust 2019-1 – AMENDED AND RESTATED TRUST AGREEMENT Between AFS SENSUB CORP. Seller And (January 17th, 2019)
Cvr Energy Inc. – Cvr Energy, Inc. 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 Notice of Election to Purchase Common Units Representing Limited Partner Interests of Cvr Refining, Lp January 18, 2019 (January 17th, 2019)

This document constitutes a Notice of Election to Purchase pursuant to Section 15.1(b) of the Partnership Agreement and serves as notice that CVR Energy, Inc., a Delaware corporation (CVI), has exercised its right pursuant to Section 15.1(b) of the Partnership Agreement (which right was previously assigned to CVI by CVR Refining GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner)) to purchase all of the Limited Partner Interests Outstanding held by Persons other than the General Partner and its Affiliates.

Drive Auto Receivables Trust 2019-1 – DRIVE AUTO RECEIVABLES TRUST 2019-1 AMENDED AND RESTATED TRUST AGREEMENT Between SANTANDER DRIVE AUTO RECEIVABLES LLC, as the Seller and WELLS FARGO DELAWARE TRUST COMPANY, N.A., as the Owner Trustee Dated as of January 23, 2019 (January 17th, 2019)
StemCells, Inc. – Form of Securities Purchase Agreement (January 17th, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of January 15, 2019, between Microbot Medical 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").

Siclone Industries – Board of Directors Agreement (January 17th, 2019)

This Board of Directors Agreement (Agreement) made effective as January 11, 2019, by and between Apollo Medical Holdings, Inc., with its principal place of business at 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801 (the Company) and Linda Marsh, with an address at _______________________________________ (Director), provides for director services, according to the following terms and conditions:

Dixie Group, Inc. – Consent and Eleventh Amendment to Credit Agreement (January 17th, 2019)

This CONSENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of January 14, 2019, is entered into by and among THE DIXIE GROUP, INC., a Tennessee corporation ("Dixie"), CANDLEWICK YARNS, LLC, an Alabama limited liability company ("Candlewick"), FABRICA INTERNATIONAL, INC., a California corporation ("Fabrica"), TDG OPERATIONS, LLC, a Georgia limited liability company, formerly known as Masland Carpets, LLC ("TDG"; together with Dixie, Candlewick and Fabrica, are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers"), the persons identified as the Lenders on the signature pages hereto (the "Lenders"), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent").

GM Financial Consumer Automobile Receivables Trust 2019-1 – Contract (January 17th, 2019)
Purchase Agreement (January 17th, 2019)

This PURCHASE AGREEMENT (the "Agreement") is entered into and effective as of the 15th day of January, 2019 (the "Effective Date"), by and between Air Industries Group, a Nevada corporation (the "Company"), and the other parties signatories hereto (collectively, the "Purchasers," each individually a "Purchaser").

Casey's General Stores – CREDIT AGREEMENT Dated as of January 11, 2019 Among CASEY'S GENERAL STORES, INC., as Borrower, the Lenders Party Hereto, And (January 17th, 2019)

CREDIT AGREEMENT dated as of January 11, 2019, (this "Agreement") among CASEY'S GENERAL STORES, INC. (the "Borrower"), the LENDERS from time to time party hereto, the ISSUING BANKS from time to time party hereto, and ROYAL BANK OF CANADA, as Administrative Agent.

Drive Auto Receivables Trust 2019-1 – DRIVE AUTO RECEIVABLES TRUST 2019-1 Class A-1 2.77978% Auto Loan Asset Backed Notes Class A-2-A 3.08% Auto Loan Asset Backed Notes Class A-2-B LIBOR + 0.39% Auto Loan Asset Backed Notes Class A-3 3.18% Auto Loan Asset Backed Notes Class B 3.41% Auto Loan Asset Backed Notes Class C 3.78% Auto Loan Asset Backed Notes Class D 4.09% Auto Loan Asset Backed Notes INDENTURE Dated as of January 23, 2019 WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Indenture Trustee (January 17th, 2019)
StemCells, Inc. – Microbot Medical Inc. (January 17th, 2019)
INVESTMENT AGREEMENT by and Between ZIX CORPORATION And (January 17th, 2019)
GM Financial Consumer Automobile Receivables Trust 2019-1 – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1 Class A-1 2.74983% Asset Backed Notes Class A-2-A 2.99% Asset Backed Notes Class A-3 2.97% Asset Backed Notes Class A-4 3.11% Asset Backed Notes Class B 3.37% Asset Backed Notes Class C 3.52% Asset Backed Notes Class D 0.00% Asset Backed Notes INDENTURE Dated as of January 16, 2019 (January 17th, 2019)
Hospitality Properites Trust – FIRST TRANSACTION AGREEMENT by and Among HOSPITALITY PROPERTIES TRUST, HPT TA PROPERTIES TRUST, HPT TA PROPERTIES LLC, HPT PSC PROPERTIES TRUST, HPT PSC PROPERTIES LLC, TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC JANUARY 16, 2019 (January 17th, 2019)

THIS FIRST TRANSACTION AGREEMENT is made as of January 16, 2019, by and among HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (HPT), HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (HPT-TA Trust Landlord), HPT TA PROPERTIES LLC, a Maryland limited liability company (HPT-TA LLC Landlord and together with HPT-TA Trust Landlord, HPT-TA Landlord), HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust (HPT-PSC Trust Landlord), HPT PSC PROPERTIES LLC, a Maryland limited liability company (HPT-PSC LLC Landlord and together with HPT-PSC Trust Landlord, HPT-PSC Landlord), TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (TA LLC), TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, a Delaware limited liability company (TA Holding), and TA OPERATING LLC, a Delaware limited liability company (TA Tenant).

Hercules Technology Growth Capital, Inc. – Seventh Amendment to Amended and Restated Loan and Security Agreement (January 17th, 2019)
Lm Funding America, Inc. – Contract (January 17th, 2019)

This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of January 16, 2019, is by and among Craven House Capital North America LLC, a Florida limited liability company (the "Seller"), IIU, Inc., a Virginia corporation (the "Company"), and LM Funding America, Inc., a Delaware corporation (the "Buyer").

Siclone Industries – Board of Directors Agreement (January 17th, 2019)

This Board of Directors Agreement (Agreement) made effective as January 11, 2019, by and between Apollo Medical Holdings, Inc., with its principal place of business at 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801 (the Company) and Linda Marsh, with an address at _______________________________________ (Director), provides for director services, according to the following terms and conditions:

Aqua Metals, Inc. – Contract (January 17th, 2019)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

UNIT PURCHASE AGREEMENT by and Among ENVIRONMENTAL MATERIALS, LLC, THE MEMBERS OF ENVIRONMENTAL MATERIALS, LLC, NCI Building Systems, Inc., and THE SELLER REPRESENTATIVE Dated as of January 12, 2019 (January 17th, 2019)

THIS UNIT PURCHASE AGREEMENT (this "Agreement") is dated as of January 12, 2019, and is entered into by and among Environmental Materials, LLC, a Delaware limited liability company (the "Company"), the Members of the Company set forth on Exhibit A attached hereto (collectively, the "Sellers"), Charles P. Gallagher and Wayne C. Kocourek, solely in their capacity as the representative of the Sellers (the "Seller Representative"), and NCI Building Systems, Inc., a Delaware corporation ("Buyer"). Each of the Company, the Sellers, the Seller Representative and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Drive Auto Receivables Trust 2019-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2019-1, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of January 23, 2019 (January 17th, 2019)
Hartman vREIT XXI, Inc. – Real Property Management Agreement (January 17th, 2019)

THIS REAL PROPERTY MANAGEMENT AGREEMENT ("Agreement") is effective as of the 5th day of December 2018, by and between Hartman 11211, LLC, a Texas limited liability company ("Company"), and Hartman Income REIT Management, Inc., a Texas corporation ("Manager").

Transition and General Release Agreement (January 17th, 2019)
Siclone Industries – Board of Directors Agreement (January 17th, 2019)

This Board of Directors Agreement (Agreement) is made effective as January 11, 2019, by and between Apollo Medical Holdings, Inc., with its principal place of business at 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801 (the Company) and John Chiang, with an address at ______________________________ (Director), provides for director services, according to the following terms and conditions:

NUANCE COMMUNICATIONS, INC. 2000 STOCK PLAN (As Amended and Restated January 17, 2019) (January 17th, 2019)