Delaware Sample Contracts

Anaplan, Inc. – Anaplan, Inc. Summary of Non-Plan Stock Purchase (For Cash or Full-Recourse Promissory Note; Non-Plan) (September 14th, 2018)

By signing below, the Purchaser and the Company agree that the acquisition of the Purchased Shares is governed by the terms and conditions of the Stock Purchase Agreement, which is attached to, and made a part of, this Summary of Stock Purchase. The Purchaser agrees to accept by email all documents relating to the Company, this purchase and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Purchaser also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these

Pacific Special Acquisition Corp. – As Lender DEED OF GUARANTEE AND INDEMNITY (September 14th, 2018)
Osmotica Pharmaceuticals Ltd – 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. Exclusive Supply Agreement (September 14th, 2018)

THIS EXCLUSIVE SUPPLY AGREEMENT (this Agreement) is entered into as of this _7_ day of February, 2013 (the Effective Date), by and between NEPHRON PHARMACEUTICALS CORPORATION, a Florida corporation (Nephron), and REVITALID, INC., a Delaware corporation (RevitaLid). Nephron and RevitaLid shall each individually be referred as a Party (and collectively referred to as the Parties).

Allogene Therapeutics, Inc. – Investors Rights Agreement (September 14th, 2018)
Allogene Therapeutics, Inc. – ASSET CONTRIBUTION AGREEMENT BY AND BETWEEN PFIZER INC. AND ALLOGENE THERAPEUTICS, INC. Dated as of April 2, 2018 (September 14th, 2018)
Arvinas Holding Company, Llc – Arvinas, Inc. RESTRICTED STOCK AGREEMENT Incentive Share Plan (September 14th, 2018)

This Agreement includes this Notice of Grant and Exhibit A General Terms and Conditions attached hereto, which is expressly incorporated by reference to its entirety herein. This Restricted Stock Award is subject to the terms of the Plan.

Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Ford Motor Company – Amendment No. 3 to Tax Benefit Preservation Plan (September 14th, 2018)

WHEREAS, the Company and the Rights Agent are parties to that certain Tax Benefit Preservation Plan, originally dated as of September 11, 2009, as amended by Amendment No. 1 thereto effective as of September 11, 2012, and as further amended by Amendment No. 2 thereto effective as of September 9, 2015 (the "Plan");

Allogene Therapeutics, Inc. – NewCo May Exercise the Option, in Whole or in Part With Respect to One or More Countries in the Retained Territory, at Any Time During the Twelve (12) Year Period Following the Closing, So Long as the Agreement Has Not Been Terminated Prior to Closing by a Party Pursuant to the Terms Thereof (Such Period, the Option Period), by Executing and Delivering to Pfizer an Executed Option Exercise Notice, in the Form Attached Hereto as Exhibit C (An Option Exercise Notice), At: Pfizer Inc. (September 14th, 2018)
Talos Energy Inc. Long Term Incentive Plan Performance Share Unit Grant Notice (September 14th, 2018)
Fixed Rate Medium-Term Note (Face of Security) (September 14th, 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.

Pacific Mercantile Bancorp – REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (The "Agreement") Is Made and Entered Into as of This 14 Day of September, 2018 by and Among Pacific Mercantile Bancorp, a California Corporation (The "Company"), and Patriot Financial Partners III, L.P., a Delaware Limited Partnership (The "Holder"). Capitalized Terms Used Herein Shall Have the Meanings Set Forth in Section 1 Below. RECITALS A. Concurrently Herewith the Holder Has Entered Into a Stock Purchase Agreement (The "Stock Purchase Agreement") With the Company and Carpenter Community Bancfund, L.P. And Carpenter Communi (September 14th, 2018)
Osmotica Pharmaceuticals Ltd – 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. STOCK PURCHASE AGREEMENT by and Among the Shareholders of REVITALID, INC. (COMPANY) and OSMOTICA PHARMACEUTICAL CORP. (BUYER) Dated as of October 24, 2017 (September 14th, 2018)

This STOCK PURCHASE AGREEMENT is made and entered into and effective as of October 24, 2017, by and among Nephron Pharmaceuticals Corporation (NPC), Point Guard Partners, LLC, VOOM LLC, Tom Riedhammer, Avery Family Trust, and Vision Quest Holdings, LLC, collectively, the shareholders of REVITALID, INC., a Delaware corporation (herein the Company), the Sellers; and OSMOTICA PHARMACEUTICAL CORP, a Delaware corporation (the Buyer); each of which is a Party and all together the Parties.

Securities Purchase Agreement (September 14th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of September ___, 2018, between Netlist, 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).

Arvinas Holding Company, Llc – Lease Between Science Park Development Corporation and Arvinas, Inc. (September 14th, 2018)

This Lease (this Lease) is made and entered into as of the day of ____ December, 2017, by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut corporation having a principal place of business at 5 Science Park, New Haven, Connecticut 06511 (herein referred to as Landlord) and ARVINAS, INC., a Delaware corporation having a principal place of business at 5 Science Park, New Haven, Connecticut 06511 (herein referred to as Tenant).

Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Arvinas Holding Company, Llc – Arvinas Holding Company, Inc. Registration Rights Agreement (September 14th, 2018)

This Registration Rights Agreement (the Agreement) is entered into as of this day of 2018, by and among Arvinas, Inc. (f/k/a Arvinas Holding Company, LLC), a Delaware corporation (the Company), the holders of the Companys shares of Series A Preferred Stock (the Series A Shares), shares of Series B Preferred Stock (the Series B Shares) and shares of Series C Preferred Stock (the Series C Shares and, together with the Series A Shares and the Series B Shares, the Preferred Shares) listed on Exhibit A attached hereto (collectively, the Investors).

Executive Employment Agreement (September 14th, 2018)

This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 12th day of May, 2018 by and between PolarityTE, Inc., a Delaware corporation headquartered at 1960 S 4250 W, Salt Lake City, UT 84104 ("Parent") and Paul Mann, an individual ("Executive"). As used herein, the "Effective Date" of this Agreement shall mean the date as written above and signed below.

Arvinas Holding Company, Llc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. (September 14th, 2018)

THIS AGREEMENT (the Agreement) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (YALE), and Arvinas, Inc., a corporation organized and existing under the laws of the State of Delaware, and with principal offices located at (LICENSEE) is effective as of as of the date of final execution below (EFFECTIVE DATE).

Arvinas Holding Company, Llc – Indemnification Agreement (September 14th, 2018)

This Indemnification Agreement (Agreement) is made as of [*], 20[*] by and between Arvinas, Inc., a Delaware corporation (the Company), and [*] (the Indemnitee). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Osmotica Pharmaceuticals Ltd – CREDIT AGREEMENT Dated as of February 3, 2016 Among OSMOTICA PHARMACEUTICAL CORP., ORBIT BLOCKER I LLC, ORBIT BLOCKER II LLC and VALKYRIE GROUP HOLDINGS, INC. As the Borrowers, OSMOTICA HOLDINGS US LLC, as Holdings, THE LOAN GUARANTORS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CIT BANK, N.A. As Administrative Agent and Swingline Lender, FIFTH THIRD BANK as Issuing Bank, CIT BANK, N.A., PACIFIC WESTERN BANK and FIFTH THIRD BANK as Joint Bookrunners and Joint Lead Arrangers, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as Syndication Agent and SILICON VALLEY BANK as D (September 14th, 2018)

CREDIT AGREEMENT, dated as of February 3, 2016 (this Agreement), by and among OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (OPC), ORBIT BLOCKER I LLC, a Delaware limited liability company (OBI), ORBIT BLOCKER II LLC, a Delaware limited liability company (OBII), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (Valkyrie and together with OPC, OBI and OBII, the Borrowers and sometimes individually, a Borrower), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (Holdings), the other Loan Parties (as defined in Article 1), the Lenders (as defined in Article 1) and CIT BANK, N.A. (CIT), as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the Administrative Agent).

Garrett Transportation Systems Inc. – Table of Contents (September 14th, 2018)
Placement Agency Agreement (September 14th, 2018)
Anaplan, Inc. – Contract (September 14th, 2018)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE

Amended and Restated Certificate of Incorporation of Echelon Corporation (September 14th, 2018)
Restricted Stock Unit Agreement Polarityte, Inc. (September 14th, 2018)

This RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made and entered into effective July 3, 2018 (the "Grant Date") by and between PolarityTE, Inc., a Delaware corporation (the "Company") and the person whose name is listed as the "Grantee" on the signature page of this Agreement.

Pacific Special Acquisition Corp. – As Lender DEBENTURE (Constituting a Fixed and Floating Charge Over All the Assets Of (September 14th, 2018)
Cryptosign, Inc. – September 12, 2018 (September 14th, 2018)

Reference is made to that certain Share Exchange and Purchase Agreement dated July 14, 2018 ("Agreement") by and among Eric Tran ("Tran") and Sam Mac ("Mac") as the Stockholders of ROOTS NURSERY, INC., a California corporation ("Roots") and NEWBRIDGE GLOBAL VENTURES, INC., a Delaware corporation ("NewBridge"). Any capitalized terms used in this letter but not defined have the meanings given in the Agreement.

Anaplan, Inc. – AMENDED AND RESTATED BYLAWS OF ANAPLAN, INC. (A DELAWARE CORPORATION) June 20, 2017 (September 14th, 2018)
EntreMed, Inc. – Securities Purchase Agreement (September 14th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of September 11, 2018, between CASI Pharmaceuticals, 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").

First Amended Restructuring Support Agreement (September 14th, 2018)
Cryptosign, Inc. – Share Exchange and Purchase Agreement (September 14th, 2018)
Restricted Stock Unit Agreement Polarityte, Inc. (September 14th, 2018)

This RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made and entered into effective June 20, 2018 (the "Grant Date") by and between PolarityTE, Inc., a Delaware corporation (the "Company") and the person whose name is listed as the "Grantee" on the signature page of this Agreement.

Arvinas Holding Company, Llc – Arvinas, Inc. 2018 EMPLOYEE STOCK PURCHASE PLAN (September 14th, 2018)

This Plan is intended to qualify as an employee stock purchase plan as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the Code), and the regulations issued thereunder, and shall be interpreted consistent therewith.

Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)