Delaware Sample Contracts

Virgin Trains USA LLC – Central Florida Expressway Authority Rail Line Easement (November 16th, 2018)

THIS RAIL LINE EASEMENT (this "Easement" or "Agreement") is made effective as of December 14, 2015 (the "Effective Date"), by and between the CENTRAL FLORIDA EXPRESSWAY AUTHORITY, a body corporate and politic existing pursuant to Chapter 348, Florida Statutes (the "Authority") and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company ("AAF" and collectively with the Authority referred to as the "Parties").

Virgin Trains USA LLC – Contract (November 16th, 2018)
Tidewater Inc. – ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Jones Act Warrants (November 16th, 2018)
Beyond Meat, Inc. – Contract (November 16th, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Digital Power Corporation – Amendment No. 8 Agreement (November 16th, 2018)

This Amendment No. 8 Agreement (this "Amendment") is dated as of November 16, 2018 by and between Dominion Capital LLC (the "Holder") and DPW Holdings, Inc., a Delaware corporation (the "Company").

Virgin Trains USA LLC – First Amendment to Garage Lease (November 16th, 2018)

This First Amendment to Garage Lease ("First Amendment") is entered into by and between WPB ROSEMARY LLC, a Delaware limited liability company ("Landlord") and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company ("Tenant") as of this 19th day of December, 2017. Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the same meanings assigned to the same in the Garage Lease (as hereinafter defined).

Virgin Trains USA LLC – Contract (November 16th, 2018)
Virgin Trains USA LLC – Memorandum of Joint Use Agreement (Shared Infrastructure) (November 16th, 2018)

This MEMORANDUM OF JOINT USE AGREEMENT (SHARED INFRASTRUCTURE) (the "Memorandum of Joint Use Agreement") is made this 30th day of June, 2017 between Florida East Coast Railway, L.L.C., a Florida limited liability company (including its successors and assigns, "FECR") and ALL ABOARD FLORIDA--OPERATIONS LLC, a Delaware limited liability company (f/k/a FDG Passenger ROW Holdings LLC, a Delaware limited liability company (including its successors and assigns, "AAF"). AAF and FECR are referred to herein as a "Party," and collectively as the "Parties."

MP Acquisition I Corp. – Amended and Restated Registration Rights Agreement (November 16th, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 9, 2018, is made and entered into by and among U.S. Well Services, Inc., a Delaware corporation (formerly Matlin & Partners Acquisition Corporation) (the "Company"), the Initial Holders and each Person who becomes a party to this Agreement as a Holder after the date of this Agreement pursuant to Section 5.03. This agreement amends, restates and replaces in its entirety that certain Registration Rights Agreement, dated March 9, 2017 (the "Original Agreement"), by and among the Company, Matlin & Partners Acquisition Sponsor LLC ("Sponsor") and Cantor Fitzgerald & Co. ("Cantor" and, together with Sponsor, the "Initial Investors"). Capitalized terms used in this Agreement have the meanings given to them in Section 1.01.

Drive Auto Receivables Trust 2018-5 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2018-5, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of November 20, 2018 (November 16th, 2018)
KBR, INC. (A Delaware Corporation) 2.50% Convertible Senior Notes Due 2023 PURCHASE AGREEMENT (November 16th, 2018)

KBR, Inc., a Delaware corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the Initial Purchasers, which term shall also include any initial purchaser substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the Representative), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $350,000,000 aggregate principal amount of the Companys 2.50% Convertible Senior Notes due 2023 (the Initial Securities) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $52,500,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2

Bear Newco, Inc. – 92,000,000 Shares BAKER HUGHES, a GE COMPANY CLASS a COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT (November 16th, 2018)

General Electric Company, a New York corporation (the "Selling Stockholder" or "GE"), proposes to sell to the several Underwriters named in Schedule II hereto (the "Underwriters") for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the "Representatives"), an aggregate of 92,000,000 shares (the "Firm Shares") of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Baker Hughes, a GE company, a Delaware corporation (the "Company").

California Resources Real Estate Ventures, LLC – California Resources Corporation, as Issuer and Any Subsidiary Guarantors Parties Hereto, as Subsidiary Guarantors to [Trustees Name], as Trustee Senior Indenture Dated as of , 20 (November 16th, 2018)
Virgin Trains USA LLC – Contract (November 16th, 2018)
MP Acquisition I Corp. – Amended and Restated Limited Liability Company Agreement of Usws Holdings Llc Dated as of November 9, 2018 (November 16th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this "Agreement") of USWS Holdings LLC, a Delaware limited liability company (the "Company"), is made and entered into as of November 9, 2018, by and among the Company, U.S. Well Services, Inc., a Delaware corporation formerly known as Matlin & Partners Acquisition Corporation ("PubCo"), in its capacity as the initial Manager, and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Virgin Trains USA LLC – Contract (November 16th, 2018)
Virgin Trains USA LLC – Contract (November 16th, 2018)
SUBORDINATED INDENTURE Dated as of Between Cadiz Inc. And [Name of Trustee], as Trustee ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ARTICLE 2 SECURITY FORMS ARTICLE 3 THE SECURITIES ARTICLE 4 SATISFACTION, DISCHARGE AND DEFEASANCE ARTICLE 5 DEFAULTS AND REMEDIES ARTICLE 6 THE TRUSTEE ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE COMPANY ARTICLE 8 SUPPLEMENTAL INDENTURES ARTICLE 9 COVENANTS ARTICLE 10 REDEMPTION ARTICLE 11 SINKING FUNDS ARTICLE 12 SUBORDINATION OF SECURITIES (November 16th, 2018)
This Security Is a Global Security Within the Meaning of the Indenture Hereinafter Referred to and Is Registered in the Name of a Depositary or a Nominee Thereof. This Security May Not Be Exchanged in Whole or in Part for a Security Registered, and No Transfer of This Security in Whole or in Part May Be Registered, in the Name of Any Person Other Than Such Depositary or a Nominee Thereof, Except in the Limited Circumstances Described in the Indenture. Unless This Certificate Is Presented by an Authorized Representative of the Depository Trust Company, a New York Corporation (Dtc), to Issuer or (November 16th, 2018)
Virgin Trains USA LLC – Amendment 1 to the Vehicle Terms and Conditions Between All Aboard Florida - Operations LLC and Siemens Industry Inc. (November 16th, 2018)

Amendment 1 ("Amendment 1") dated July 17, 2015 to the Vehicle Terms and Conditions Agreement ("VTC") with an effective date of August 15, 2014, by and between All Aboard Florida - Operations LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware, with a principal business address of 2855 Le Jeune Road, 4th Floor; Coral Gables, Florida 33134 ("AAF" or "Owner") and Siemens Industry, Inc., a corporation duly formed and validly existing under the laws of the State of Delaware with a principal business address of 7464 French Road, Sacramento, CA 95828 ("SII" or "Contractor") Each of AAF and SII may be referred to herein as a "party" or collectively as the "parties." This Amendment 1 is executed in accordance with Section 45 of the VTC.

Staffing 360 Solutions, Inc. – Amended and Restated 12% Senior Secured Note Due September 15, 2020 (November 16th, 2018)

This Note is issued in replacement and substitution for and amends and restated in its entirety that certain 12% Senior Secured Note due September 15, 2020, dated September 15, 2017, in the original principal amount of $40,000,000, issued by the Company to the Purchaser (the "Prior Note") pursuant to the Purchase Agreement (as defined below). This Note is being issued in connection with that certain Debt Exchange Agreement dated as of the date hereof between the Company and the Purchaser (the "Debt Exchange Agreement"), in order to, among other things, (i) reflect the cancellation and satisfaction of $13,000,000 in principal amount of outstanding indebtedness evidenced by the Prior Note resulting from the consummation of the Debt Exchange (as such term is defined in the Debt Exchange Agreement), and (ii) evidence $250,000 in principal amount of new indebtedness incurred by the Company to the Purchaser in connection with the payment of the $250,000 commitment fee required to be paid by

Virgin Trains USA LLC – REAL ESTATE LEASE AMENDMENT No.1 (November 16th, 2018)

This Amendment, dated October 23, 2015 ("Amendment") is made to that Certain Real Estate Lease executed on June 24, 2015 by and between Florida East Coast Railway L.L.C., and All Aboard Florida- Operations LLC, ("Lease").

Oculus Innovative Sciences – Contract (November 16th, 2018)
MedEquities Realty Trust, Inc. – Contract (November 16th, 2018)
Contract (November 16th, 2018)
Newpark Resources, Inc. – Contract (November 16th, 2018)
TWO RIVERS WATER & FARMING Co – Contract (November 16th, 2018)
Virgin Trains USA LLC – Contract (November 16th, 2018)
Virgin Trains USA LLC – Contract (November 16th, 2018)
Contract (November 16th, 2018)
Virgin Trains USA LLC – Contract (November 16th, 2018)
Virgin Trains USA LLC – Contract (November 16th, 2018)
Contract (November 16th, 2018)
Contract (November 16th, 2018)
Oculus Innovative Sciences – Contract (November 16th, 2018)