Delaware Sample Contracts

Colony NorthStar Credit Real Estate, Inc. – Amended and Restated Guaranty Agreement (April 25th, 2018)

THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of 20, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this "Guaranty"), made by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company ("Guarantor"), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its permitted successors and assigns, "Buyer"). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.

Axalta Coating Systems Ltd. – Axalta Coating Systems Ltd. 2014 Incentive Award Plan Restricted Stock Unit Grant Notice (April 25th, 2018)

Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the "Company"), pursuant to its 2014 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of Restricted Stock Units (the "RSUs") set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the "Grant Notice") and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Onconova Therapeutics Inc. – [ ] Shares of Common Stock Pre-Funded Warrants to Purchase [ ] Shares of Common Stock and [ ] Warrants to Purchase [ ] Shares of Series B Convertible Preferred Stock Onconova Therapeutics, Inc. UNDERWRITING AGREEMENT (April 25th, 2018)
AGREEMENT AND PLAN OF MERGER Dated as of April 24, 2018 by and Among GLOBALSTAR, INC., GBS ACQUISITIONS, INC., THERMO ACQUISITIONS, INC., STOCKHOLDERS OF THERMO ACQUISITIONS, INC. And THERMO DEVELOPMENT, INC., (April 25th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of April 24, 2018 is made by and among Globalstar, Inc., a Delaware corporation ("Parent"), GBS Acquisitions, Inc., a Delaware corporation and wholly owned Subsidiary (as defined below) of Parent ("Merger Sub"), Thermo Acquisitions, Inc., a Delaware corporation ("Thermo"), the undersigned stockholders of Thermo (collectively, the "Stockholders," and each, individually, a "Stockholder") and Thermo Development, Inc., in its capacity as the representative of the Stockholders as set forth herein (the "Stockholders' Representative").

Swift Energy Company – Third Amendment to First Amended and Restated Senior Secured Revolving Credit Agreement (April 25th, 2018)

This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Amendment") dated as of April 20, 2018, is among SILVERBOW RESOURCES, INC. (f/k/a Swift Energy Company), a Delaware corporation (the "Borrower"), the undersigned guarantors (the "Guarantors" and, together with the Borrower, the "Obligors"), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent"), and the Lenders party hereto.

Voting Agreement and Irrevocable Proxy (April 25th, 2018)

This Voting Agreement (this "Agreement"), dated as of April 24, 2018 is entered into by and among Globalstar, Inc., a Delaware corporation, ("Parent"), Thermo Acquisitions, Inc., a Delaware corporation ("Thermo"), FL Investment Holdings LLC, a Delaware limited liability company ("FL Holdings"), Thermo Funding II LLC, a Colorado limited liability company ("Thermo Funding"), Globalstar Satellite, L.P. a Colorado limited partnership ("Globalstar Satellite"), and James Monroe III, an individual ("Monroe") (FL Holdings, Thermo Funding, Globalstar Satellite and Monroe are collectively referred to as the "Stockholders" and individually as the "Stockholder").

Axalta Coating Systems Ltd. – Axalta Coating Systems Ltd. 2014 Incentive Award Plan Stock Option Grant Notice (April 25th, 2018)

Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the "Company"), pursuant to its 2014 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant"), an option to purchase the number of shares of Common Stock ("Shares") set forth below (the "Option"). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the "Grant Notice") and the Stock Option Agreement attached hereto as Exhibit A, including Appendix 1 (Confidentiality and Business Protection Agreement) thereto (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Kite Realty Group, L.P. – First Amendment to Fifth Amended and Restated Credit Agreement (April 25th, 2018)

THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) made as of the 24th day of April, 2018, by and among KITE REALTY GROUP, L.P., a Delaware limited partnership (Borrower), KITE REALTY GROUP TRUST, a real estate investment trust formed under the laws of the State of Maryland (Guarantor), KEYBANK NATIONAL ASSOCIATION, a national banking association (KeyBank), THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the other lenders which are signatories hereto, collectively, the Lenders), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the Agent).

Gogo Baby, Inc. – Pledge and Security Agreement (April 25th, 2018)

THIS PLEDGE AND SECURITY AGREEMENT (this Pledge Agreement), is made effective as of the 31st day of August, 2017 (the Effective Date), by and between 2016 Timothy R. Fussell Irrevocable Trust, a Florida Trust (Pledgor) and Alpha Investment Inc., a Delaware corporation (Secured Party).

Antero Midstream Partners LP – Second Amended and Restated Right of First Offer Agreement by and Between Antero Resources Corporation and Antero Midstream Llc Dated as of February 13, 2018 (April 25th, 2018)

This Gas Processing Agreement (this "Agreement"), dated as of [____________] (the "Effective Date"), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation ("Producer"), and ANTERO MIDSTREAM LLC, a Delaware limited liability company ("Processor"). Producer and Processor may be referred to herein individually as a "Party" or collectively as the "Parties."

Fourth Amendment to Amended and Restated Credit Agreement (April 25th, 2018)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of March 26, 2018, is by and among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (the "Parent"), SIX FLAGS OPERATIONS INC., a Delaware corporation ("Holdings"), SIX FLAGS THEME PARKS INC., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors listed on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") for the lenders party to the Credit Agreement referred to below (the "Lenders"), and the Lenders party hereto.

Amendment No. 2 to Note Purchase Agreement and Amendment No. 1 to Security Agreements (April 25th, 2018)

This Amendment No. 2 to the Note Purchase Agreement dated May 20, 2016 and Amendment No. 1 to Security Agreements dated as of June 24, 2016 is dated as of April 20, 2018 (the or this "2018 Amendment") and is between and among Global Water Resources, Inc., a Delaware corporation (the "Company"), Global Water LLC, a Delaware limited liability company, West Maricopa Combine, LLC (f/k/a West Maricopa Combine, Inc.), U.S. Bank National Association, a national banking association, in its capacity as collateral agent for the benefit of the Noteholders (the"Collateral Agent") and each of the holders of the Notes signatory hereto (the "Noteholders").

Apergy Corp – APERGY CORPORATION 6.375% Senior Notes Due 2026 Purchase Agreement (April 25th, 2018)
Siclone Industries – Amendments to Sections 2.1, 2.3 and 2.7 of Article II and 7.3 of Article VII of the Restated Bylaws of Apollo Medical Holdings, Inc., a Delaware Corporation (April 25th, 2018)
By-LAWS OF CONNECTURE, INC. A Delaware Corporation (Adopted as of April 25, 2018) (April 25th, 2018)

Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Service Center, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware, 19808. The name of the corporations registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

First Amendment to Second Amended and Restated Receivables Purchase Agreement (April 25th, 2018)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of April 12, 2018 (this "Amendment"), is entered into by and among the following parties:

Pledge and Security Agreement Global Water, Llc (April 25th, 2018)

THIS PLEDGE AND SECURITY AGREEMENT ("Agreement") dated for identification as of April 20, 2018, is made by: (a) GLOBAL WATER, LLC, a Delaware limited liability company ("Pledgor"); in favor of (b) U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent (with its successors and permitted assigns in such capacity the "Collateral Agent"); for the benefit of (c) MIDFIRST BANK, a federally chartered savings association (the "Bank" and/or any other holder of the Revolver Note at any relevant time the "Holder"), pursuant to the Amended and Restated Collateral Agency Agreement of even date herewith (the "Collateral Agency Agreement") among and/or approved by the Collateral Agent, Noteholders, Bank and Global Water Resources, Inc., a Delaware corporation ("Company").

[Face of Note] (April 25th, 2018)

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.

Onconova Therapeutics Inc. – April 24, 2018 Onconova Therapeutics, Inc. 375 Pheasant Run Newtown, PA 18940 (April 25th, 2018)

We have acted as counsel to Onconova Therapeutics, Inc., a Delaware corporation (the Company), in connection with its filing of a Registration Statement on Form S-1, Commission File 333-224315 (the Initial Registration Statement) under the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the Commission) on April 17, 2018, as amended by Amendment No. 1 to the Initial Registration Statement (Amendment No. 1 and the Initial Registration Statement, as amended by Amendment No. 1, the Registration Statement) the Company filed with the Commission on the date hereof. The Registration Statement relates to the proposed offering and sale of up to $17,250,000 worth of securities consisting of (A) units (the Units) each consisting of a share of the common stock of the Company, par value $0.01 (the Common Stock) and a warrant (each, a Preferred Stock Warrant and, collectively, the Preferred Stock Warrants) to purchase 0.025 of a share of series B convertible

Important Note: (April 25th, 2018)

AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of March 7, 2018 (this Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

2018 LONG TERM INCENTIVE PROGRAM AWARD AGREEMENT Pursuant to the OWENS CORNING 2016 STOCK PLAN RESTRICTED STOCK AWARD (April 25th, 2018)

OWENS CORNING, a Delaware corporation, has granted to [Participant Name] (the "Holder"), as of [Grant Date] ( the "Grant Date"), pursuant to the provisions of the Owens Corning 2016 Stock Plan (the "Plan"), a Restricted Stock award (the "Award") of [Number of Shares Granted] shares of Common Stock ("Stock"), upon and subject to the restrictions, terms and conditions set forth below and in the Plan. References to employment by the Company shall also mean employment by a Subsidiary or Company affiliate. Capitalized terms not defined herein shall have the meanings specified in the Plan.

Universal Stainless & Alloy Products, Inc. – Employment Agreement (April 25th, 2018)

THIS AGREEMENT made as of the 2nd day of April 2018, by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (the "Company"), and Christopher T. Scanlon (the "Executive").

First Amended and Restated Gathering and Compression Agreement by and Between Antero Resources Corporation and Antero Midstream Llc Dated as of February 13, 2018 (April 25th, 2018)

This First Amended and Restated Gathering and Compression Agreement (this "Agreement"), dated as of February 13, 2018 (the "Effective Date"), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation ("Shipper"), and ANTERO MIDSTREAM LLC, a Delaware limited liability company ("Gatherer"). Shipper and Gatherer may be referred to herein individually as a "Party" or collectively as the "Parties."

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO OWNER TRUST 2018-2, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2018 $276,000,000 2.30000% Class A-1 Asset-Backed Notes $472,790,000 2.73% Class A-2 Asset-Backed Notes $364,380,000 2.98% Class A-3 Asset-Backed Notes $108,530,000 3.16% Class A-4 Asset-Backed Notes $34,750,000 3.37% Class B Asset-Backed Notes $34,750,000 3.57% Class C Asset-Backed Notes $33,800,000 3.99% Class D Asset- Backed Notes (April 25th, 2018)

INDENTURE, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), between CARMAX AUTO OWNER TRUST 2018-2, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

Ally Auto Receivables Trust 2018-2 – Servicing Agreement Among Ally Bank Ally Auto Assets Llc and Ally Auto Receivables Trust 2018-2 Dated as of April 30, 2018 (April 25th, 2018)

THIS SERVICING AGREEMENT, dated as of April 30, 2018, is among ALLY BANK, a Utah chartered bank (Ally Bank which, in its capacity as servicer under this Agreement, is referred to as the Servicer), ALLY AUTO ASSETS LLC, a Delaware limited liability company (the Depositor), and ALLY AUTO RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the Issuing Entity).

Axalta Coating Systems Ltd. – Axalta Coating Systems Ltd. 2014 Incentive Award Plan Restricted Stock Unit Grant Notice (April 25th, 2018)

Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the "Company"), pursuant to its 2014 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of Restricted Stock Units (the "RSUs") set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the "Grant Notice") and the Restricted Stock Unit Agreement attached hereto as Exhibit A, including Appendix 1 (Confidentiality and Business Protection Agreement) thereto (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Onconova Therapeutics Inc. – Pre-Funded Common Stock Purchase Warrant Onconova Therapeutics, Inc. (April 25th, 2018)

THIS PRE-FUNDED 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 date hereof (the Initial Exercise Date) until this Warrant is exercised in full (the Termination Date), but not thereafter, to subscribe for and purchase from Onconova Therapeutics, 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).

Cooperation Agreement (April 25th, 2018)

This COOPERATION AGREEMENT (the "Agreement"), dated as of April 24, 2018 is made and entered into by GENESCO INC., a Tennessee corporation (the "Company") and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company, (together with its Affiliates "Legion Partners"), 4010 CAPITAL, LLC, a Delaware limited liability company (together with its Affiliates "4010") and each of the other persons listed on the signature page hereto (collectively with Legion Partners, 4010 and together with any other Affiliates of Legion Partners and 4010 who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the "Investor Group" and each individually, an "Investor").

Northrop Grumman Corporation Terms and Conditions Applicable to 2018 Restricted Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan (April 25th, 2018)

These Terms and Conditions ("Terms") apply to certain "Restricted Performance Stock Rights" ("RPSRs") granted by Northrop Grumman Corporation (the "Company") in 2018 under its 2011 Long-Term Incentive Stock Plan. If you were granted an RPSR award by the Company in 2018, the date of grant of your RPSR award and the target number of RPSRs applicable to your award are set forth in the letter from the Company announcing your RPSR award (your "Grant Letter") and are also reflected in the electronic stock plan award recordkeeping system ("Stock Plan System") maintained by the Company or its designee. These Terms apply only with respect to the 2018 RPSR award. If you were granted an RPSR award, you are referred to as the "Grantee" with respect to your award. Capitalized terms are generally defined in Section 12 below if not otherwise defined herein.

April 20, 2018 Re: Amendment to Employment Agreement of Nathaniel A. Davis (April 25th, 2018)

Reference is made to that certain Second Amended and Restated Employment Agreement (the "Agreement"), dated as of January 27, 2016, by and between you and K12 Inc., a Delaware corporation ("K12"), which sets forth the terms and conditions of your employment with K12. Capitalized terms not defined in this letter shall have the meanings assigned to them in the Agreement.

Axalta Coating Systems Ltd. – Axalta Coating Systems Ltd. 2014 Incentive Award Plan Stock Option Grant Notice (April 25th, 2018)

Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the "Company"), pursuant to its 2014 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant"), an option to purchase the number of shares of Common Stock ("Shares") set forth below (the "Option"). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the "Grant Notice") and the Stock Option Agreement attached hereto as Exhibit A, including Appendix 1 (Confidentiality and Business Protection Agreement) and Appendix 2 (Country-Specific Terms and Conditions) thereto (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Onconova Therapeutics Inc. – Series B Convertible Preferred Stock Purchase Warrant Onconova Therapeutics, Inc. (April 25th, 2018)

THIS PREFERRED STOCK PURCHASE WARRANT (this 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 date hereof (the Initial Exercise Date) and on or prior to 5:00 p.m. (New York City time) on the 18-month anniversary of the date (the Charter Amendment Date) on which the Company (as defined below) publicly announces through the filing of a Current Report on Form 8-K that the amendment to the Companys certificate of incorporation to sufficiently increase the Companys authorized shares of Common Stock to cover the conversion of all then-outstanding shares of Preferred Stock into Common Stock has been filed with the Secretary of State of the State of Delaware (the Termination Date), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day but not thereafter, to subscribe f

$47,000,000 Senior Secured Credit Facilities Credit Agreement Among Fp Healthcare Intermediate, Llc as Holdings, Fp Healthcare Merger Sub Corporation and Connecture, Inc., as the Borrower, Pnc Bank, National Association, as Agent, Issuer, Revolving Credit and Term Loan Lender the Other Lenders From Time to Time Parties Hereto, as Lenders Dated as of April 25, 2018 (April 25th, 2018)

This Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of April 25, 2018, among FP HEALTHCARE INTERMEDIATE, LLC, a Delaware limited liability company (Holdings), FP HEALTHCARE MERGER SUB CORPORATION, a Delaware corporation (AcquisitionCo), CONNECTURE INC., a Delaware corporation (Connecture and, individually and collectively with AcquisitionCo and any other person hereafter made a party hereto as a borrower, individually and collectively, the Borrower), the other Loan Parties (as defined below) party hereto, PNC BANK, NATIONAL ASSOCIATION (PNC), as Agent, Issuer, Revolving Credit and Term Loan Lender (each as hereinafter defined), and the other banks, financial institutions and other entities from time to time parties to this Agreement as lenders (the Lenders).

Axalta Coating Systems Ltd. – Restricted Stock Grant Notice (April 25th, 2018)

Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the "Company"), pursuant to its 2014 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of shares of Restricted Stock (the "Shares") set forth below. The Shares are subject to the terms and conditions set forth in this Restricted Stock Grant Notice (the "Grant Notice") and the Restricted Stock Agreement attached hereto as Exhibit A, including Appendix 1 (Confidentiality and Business Protection Agreement) thereto (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Orchids Paper Products Company – AMENDMENT No. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 25th, 2018)

THIS AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of April 19, 2018, among ORCHIDS PAPER PRODUCTS COMPANY, a Delaware corporation ("Borrower"), the Guarantors party hereto, the lenders party hereto ("Lenders") and U.S. BANK NATIONAL ASSOCIATION, as a Lender and as LC Issuer, Swing Line Lender and Administrative Agent for the Lenders (in such capacity, "Administrative Agent").