Delaware Sample Contracts

Saexploration Holdings Inc. – Amendment No. 6 to Term Loan and Security Agreement (March 25th, 2019)

This AMENDMENT NO. 6 TO TERM LOAN AND SECURITY AGREEMENT (this "Sixth Amendment"), dated effective as of January 25, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation ("Borrower"), the Guarantors party hereto, the Lenders party hereto (the "Lenders"), and Delaware Trust Company, as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), and amends the Term Loan and Security Agreement dated as of June 29, 2016 (as amended by Amendment No. 1, dated as of October 24, 2016, Amendment No. 2, dated as of September 8, 2017, Amendment No. 3, dated as of February 28, 2018, Amendment No. 4, dated as of July 25, 2018, and Amendment No. 5, dated as of September 26, 2018, as so amended, and as further amended, restated, modified or supplemented from time to time, the "Term Loan Agreement"), entered into among the Borrower, Guarantors, Lenders party thereto, and the Agent. Capitalized terms used herein and not otherwise defined herein shall have th

Tradeweb Markets Inc. – Registration Rights Agreement (March 25th, 2019)

This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is dated as of [*], 2019, and is between Tradeweb Markets Inc., a Delaware corporation (the "Company"), and the Refinitiv Holders (as defined below), the Bank Holders (as defined below) and the other holders of Registrable Securities (as defined below) party hereto from time to time. Such holders of Registrable Securities party hereto are collectively referred to herein as the "Securityholders."

ONESPAWORLD HOLDINGS Ltd – FIRST LIEN CREDIT AGREEMENT Dated as of March 19, 2019 Among OneSpaWorld Holdings Limited, as Holdings, Dory Intermediate LLC, as Lead Borrower, Dory Acquisition Sub, Inc., as U.S. Borrower, the Lenders Party Hereto and Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent Goldman Sachs Lending Partners LLC, as Sole Lead Arranger and Sole Bookrunner (March 25th, 2019)
Silk Road Medical Inc – Silk Road Medical, Inc. 2019 Equity Incentive Plan (March 25th, 2019)
Silk Road Medical Inc – Silk Road Medical, Inc. Executive Incentive Compensation Plan (March 25th, 2019)
Cormedix Inc – Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as Amended of Cormedix Inc. (March 25th, 2019)

The undersigned, for purposes of amending the Amended and Restated Certificate of Incorporation, as amended (the "Certificate"), of CorMedix Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

ONESPAWORLD HOLDINGS Ltd – COMMONWEALTH OF THE BAHAMAS New Providence Company Under the International Business Companies Act 2000 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ONESPAWORLD HOLDINGS LIMITED Incorporated the 5th Day of October, 2018 (March 25th, 2019)
ONESPAWORLD HOLDINGS Ltd – AMENDED AND RESTATED WARRANT AGREEMENT Between ONESPAWORLD HOLDINGS LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (March 25th, 2019)
AVROBIO, Inc. – Consulting Agreement (March 25th, 2019)
VALERO ENERGY CORPORATION 4.000% Senior Notes Due 2029 (March 25th, 2019)
Insurance Acquisition Corp. – March 19, 2019 (March 25th, 2019)

This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Insurance Acquisition Corp., a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. ("Cantor Fitzgerald"), as the representative of the underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of up to 15,065,000 of the Company's units (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commiss

ONESPAWORLD HOLDINGS Ltd – Lock-Up Agreement (March 25th, 2019)
Silk Road Medical Inc – Silk Road Medical, Inc. 2019 Employee Stock Purchase Plan (March 25th, 2019)
[Face of Note] (March 25th, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

AVROBIO, Inc. – Avrobio, Inc. Employment Agreement (March 25th, 2019)
American Realty Capital Trust V, Inc. – Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P. (March 25th, 2019)

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. (this "Amendment"), dated as of March 22, 2019, is entered into by AMERICAN FINANCE TRUST, INC., a Maryland corporation, as general partner (the "General Partner") of AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"), for itself and on behalf of any limited partners of the Partnership. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Second Amended and Restated Agreement of Limited Partnership of the Partnership entered into on July 19, 2018 (as now or hereafter amended, restated, modified, supplemented or replaced, the "Partnership Agreement").

Enviva Partners, LP – Subscription Agreement (March 25th, 2019)

The undersigned (the Investor) hereby confirms its agreement with Enviva Partners, LP, a Delaware limited partnership (the Partnership), as follows:

Staffing 360 Solutions, Inc. – Amendment No. 11 to Credit and Security Agreement (March 25th, 2019)

THIS AMENDMENT NO. 11 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is dated as of the 7th day of February, 2019, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, and LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, and STAFFING 360 GEORGIA, LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a "Borrower" and collectively, "Borrowers"), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as "Parent"), and MIDCAP FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Financial Trust (as Agent for Lenders, "Agent", and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each

Saexploration Holdings Inc. – Amendment No. 1 to Pledge and Security Agreement (March 25th, 2019)

This AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (this "Amendment") dated as of January 25, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the "Company"), the subsidiaries of the Company party hereto, and Wilmington Savings Funds Society, FSB, as collateral trustee for the Secured Parties (in such capacity, the "Collateral Trustee"), and amends that certain Pledge and Security Agreement dated as of September 26, 2018, made by the Company and certain of its Subsidiaries party thereto in favor of the Collateral Trustee (the "Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement either directly or by reference to another agreement.

Insurance Acquisition Corp. – Investment Management Trust Agreement (March 25th, 2019)

This Investment Management Trust Agreement (this "Agreement") is made effective as of March 19, 2019 by and between Insurance Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Textainer Group Holdings Limited – Amended and Restated Credit Agreement (March 25th, 2019)
Silk Road Medical Inc – Underwriting Agreement (March 25th, 2019)
Supplemental Indenture (March 25th, 2019)
Boxlight Corp – Securities Purchase Agreement (March 25th, 2019)

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this "Agreement") is entered into as of March 22, 2019 among Boxlight Corporation, a Nevada corporation (the "Company"), and Lind Global Macro Fund, LP, a Delaware limited partnership (the "Investor").

AGREEMENT AND PLAN OF MERGER Among VOLTARI CORPORATION, STARFIRE HOLDING CORPORATION and VOLTARI MERGER SUB LLC DATED AS OF MARCH 22, 2019 (March 25th, 2019)
Ford Credit Auto Owner Trust 2019-A – SALE AND SERVICING AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2019-A, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and FORD MOTOR CREDIT COMPANY LLC, as Servicer Dated as of March 1, 2019 (March 25th, 2019)

SALE AND SERVICING AGREEMENT, dated as of March 1, 2019 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2019-A, a Delaware statutory trust, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer.

AGREEMENT AND PLAN OF MERGER by and Among COUSINS PROPERTIES INCORPORATED, MURPHY SUBSIDIARY HOLDINGS CORPORATION and TIER REIT, INC. (March 25th, 2019)

This AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2019 (this Agreement), is by and among Cousins Properties Incorporated, a Georgia corporation (Parent), Murphy Subsidiary Holdings Corporation, a Maryland corporation and wholly owned subsidiary of Parent (Merger Sub), and TIER REIT, Inc., a Maryland corporation (the Company). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Ngm Biopharmaceuticals Inc – Ngm Biopharmaceuticals, Inc. 2018 Equity Incentive Plan Restricted Stock Unit Grant Notice (March 25th, 2019)
Textainer Group Holdings Limited – Employment Agreement (March 25th, 2019)

THIS AGREEMENT made as of the 13th day of September 2018 (the "Effective Date") by and between TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED ("Employer"), a Delaware corporation, and MICHAEL CHAN (hereinafter referred to as "Employee") (jointly, the "Parties").

Insurance Acquisition Corp. – UNDERWRITING AGREEMENT Between INSURANCE ACQUISITION CORP. And CANTOR FITZGERALD & CO. Dated: March 19, 2019 INSURANCE ACQUISITION CORP. UNDERWRITING AGREEMENT (March 25th, 2019)

The undersigned, Insurance Acquisition Corp., a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor Fitzgerald" or the "Representative") and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the "Underwriters" or, each underwriter individually, an "Underwriter," provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:

Fuel Tech – 2019 Executive Performance Rsu Award Agreement (March 25th, 2019)

This Executive Performance RSU Award Agreement (the "Agreement") is hereby entered effective as of ______________ (the "Award Date"), by and between Fuel Tech, Inc. (the "Company" or "Fuel Tech" or "FTI"), and _________________ (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Fuel Tech, Inc. 2014 Long-Term Incentive Plan, as it may be amended, modified or restated from time to time (the "Plan").

Silk Road Medical Inc – Neuroco, Inc. Warrant to Purchase Stock (March 25th, 2019)
CM Seven Star Acquisition Corp – Contract (March 25th, 2019)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Silk Road Medical Inc – Silk Road Medical, Inc. Warrant to Purchase Stock (March 25th, 2019)
Silk Road Medical Inc – Neuroco, Inc. Warrant to Purchase Stock (March 25th, 2019)