Delaware Sample Contracts

Urovant Sciences Ltd. – Registration Rights Agreement (July 13th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 7, 2018 by and among Urovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the Company), and Roivant Sciences Ltd. (RSL).

WAND MERGER CORPORATION (To Be Merged With and Into NATIONSTAR MORTGAGE HOLDINGS INC.) as Issuer, WMIH CORP. As Parent Guarantor, And (July 13th, 2018)

INDENTURE, dated as of July 13, 2018 (this Indenture), among WAND MERGER CORPORATION, a Delaware corporation (Merger Sub), which shall be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC. (Nationstar), a Delaware corporation, upon consummation of the Merger (as defined below), WMIH CORP., a Delaware Corporation, as Parent Guarantor (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below).

Benchmark 2018-B4 Mortgage Trust – Mortgage Loan Purchase Agreement (July 13th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective June 28, 2018 between Citi Real Estate Funding Inc., as seller (the "Mortgage Loan Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (in such capacity, the "Purchaser").

Fourth Amendment to the Capacity Purchase Agreement (July 13th, 2018)
Trunity Holdings, Inc. – Securities Purchase Agreement (July 13th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 5, 2018, by and between TRUE NATURE HOLDING, INC., a Delaware corporation, with its address at 1355 Peachtree Street, Suite 1150, Atlanta, Georgia 30309 (the "Company"), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the "Buyer").

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 21, 2018 Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-3 Holder) CITI REAL ESTATE FUNDING INC. (Initial Note A-4 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-5 Holder) 636 11th Avenue (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 21, 2018 between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), JPM (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), JPM (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the "Initial Note A-3 Holder"), CITI REAL ESTATE FUNDING INC. ("Citi" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the "Initial Note A-4 Holder"), and Citi (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the "Initial Note A-5 Holder" and, together with the Initial Note A-1 Holder, Initial Note A-2

Seventh Amendment to Code Share and Revenue Sharing Agreement and Settlement, Assignment and Assumption Agreement (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
DTZ Jersey Holdings Ltd – Dtz Jersey Holdings Limited Form of Restricted Stock Unit Grant Agreement (July 13th, 2018)

This Restricted Stock Unit Award Agreement (the Agreement), is entered into as of __________, 2018 (the Grant Date), by and between DTZ Jersey Holdings Limited, company number 11647, registered office 2nd Floor, The Gallais Building, 54 Bath Street, St. Helier, Jersey, JE1 1FW (the Company), and __________, an employee of the Company or one or more of its subsidiaries (Executive).

Liquidia Technologies Inc – Inhaled Collaboration and Option Agreement (July 13th, 2018)
BioNano Genomics, Inc – Credit and Security Agreement (July 13th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (this Agreement), dated as of June 29, 2018 (the Closing Date) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (MidCap), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a Lender, and collectively the Lenders), and BIONANO GENOMICS, INC., a Delaware corporation (BioNano) and the other entities from time to time party to this Agreement as borrowers, provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

GM Financial Consumer Automobile Receivables Trust 2018-3 – Contract (July 13th, 2018)
First Amendment to Code Share and Revenue Sharing Agreement (July 13th, 2018)
Thirteenth Amendment to Code Share and Revenue Sharing Agreement (July 13th, 2018)
Helios & Matheson North America Inc. – Amendment No 1. To Waiver Agreement (July 13th, 2018)

This Amendment No. 1, is being entered into as of the 13th day of July, 2018 (this "Amendment"), to that certain Waiver Agreement (the "Original Waiver Agreement", and as amended by this Amendment, the "Amended Waiver Agreement"), dated July 10, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Holder"), with reference to the following facts:

Original Source Entertainment, Inc. – Subscription Agreement (July 13th, 2018)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of HRG GROUP, INC. (July 13th, 2018)

HRG GROUP, INC. (the Corporation), a corporation organized and existing under the Laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

Helios & Matheson North America Inc. – Demand Promissory Note (July 13th, 2018)

FOR VALUE RECEIVED, Helios and Matheson Analytics Inc., a Delaware corporation (the "Maker"), promises to pay to the order of Hudson Bay Master Fund Ltd or its assigns ("Holder"), the principal amount of $6,806,849.55 (Six million, eight hundred and six thousand, eight hundred and forty nine dollars and .55 cents) (the "Principal"), which includes $5,000,000 in cash borrowed by the Maker from the Holder on the date hereof and $1,806,849.55 required to be paid by the Maker to the Holder pursuant to that certain redemption notice, dated July 10, 2018 pursuant to that certain Series B-2 Note (the "June Note") issued by the Maker to the Holder on June 26, 2018. The Maker also agrees to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance from the date hereof, at a simple rate per annum (calculated on the basis of a 365-day year) equal to ten percent (10%), payable as set forth below, provided that in no event shall the rate of inte

CERTIFICATE OF DESIGNATION of SERIES B PREFERRED STOCK of SPECTRUM BRANDS HOLDINGS, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) (July 13th, 2018)

Spectrum Brands Holdings, Inc., a corporation organized and existing under General Corporation Law of the State of Delaware (DGCL) (the Corporation), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the Board of Directors) by the Amended and Restated Certificate of Incorporation of the Corporation (the Certificate of Incorporation), the Board of Directors on July 13, 2018 adopted the following resolution creating a series of Preferred Stock designated as Series B Preferred Stock (as hereinafter defined):

Establishment Labs Holdings Inc. – Manufacturing and Supply Agreement (July 13th, 2018)

This Manufacturing and Supply Agreement (this "Agreement") is entered into as of the Effective Date (as defined below) by and between (1) Apollo Endosurgery, Delaware corporation having offices at 1120 S Capital of Texas Highway #300, Austin, TX 78746 ("APOLLO"), and (2) Establishment Labs, S.A a corporation organized under the laws of Costa Rica and having a principal place of business at Coyol Free Zone, B15, Alajuela, 20113, Costa Rica ("ESTABLISHMENT"). APOLLO and ESTABLISHMENT shall hereinafter be individually referred to as a "Party" and collectively as the "Parties."

DTZ Jersey Holdings Ltd – Section Page 1. Definitions and Interpretation 1 2. Appointment and Term 6 3. The Services 6 4. Duties of the Client; Representations and Warranties 7 5. Taxes 11 6. Fees and Expenses Payable by the Company 14 7. Form, Issue and Transfer of Depositary Receipts 15 8. Deposited Property; Representations and Warranties 18 9. Withdrawal of Deposited Property 23 10. Compulsory Withdrawal 25 11. Fees and Expenses Payable by Holders 27 12. Instructions 28 13. Indemnification by the Company 28 14. Indemnification by Holders 31 15. Limitation of Liability 33 16. Custodian; Agents of the Depositary 39 1 (July 13th, 2018)
Liquidia Technologies Inc – Liquidia Technologies, Inc. 2018 Long-Term Incentive Plan (July 13th, 2018)
DTZ Jersey Holdings Ltd – Dtz Jersey Holdings Limited Restricted Stock Unit Grant Agreement (July 13th, 2018)

This Restricted Stock Unit Award Agreement (the Agreement), is entered into as of May 8, 2015 (the Grant Date), by and between DTZ Jersey Holdings Limited, company number 11647, registered office 8th Floor Union House Union Street St. Helier Jersey JEZ 3RF (the Company), and Brett White, an independent contractor, employee and/or director of the Company or one or more of its subsidiaries (Executive).

DTZ Jersey Holdings Ltd – Dtz Jersey Holdings Limited (July 13th, 2018)

Enclosed please find all documents required to initiate your grant of stock options and make your co-investment of cash, deferral of 2018 bonus or a combination of both.

Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 15, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) (July 13th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of June 15, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1 and Note A-2.

Third Amendment to the Capacity Purchase Agreement (July 13th, 2018)
Original Source Entertainment, Inc. – NeuroOne Medical Technologies Corporation Common Stock Purchase Warrant (July 13th, 2018)

This Warrant is issued in connection with the Company's private placement solely to accredited investors of units, each consisting of 1 share of the Company's common stock, par value $0.001 per share (the "Common Stock"), and a warrant to purchase 1 share of Common Stock, for minimum gross proceeds of $100,000 and up to a maximum of $10,000,000 (and up to an additional $1,500,000 to cover over-allotment subscriptions) (the "Private Placement"), which may be issued in one or more closings, in accordance with, and subject to, the terms and conditions described in the Subscription Agreement, dated as of even date herewith (the "Subscription Agreement"). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Subscription Agreement.

DTZ Jersey Holdings Ltd – Dtz Jersey Holdings Limited Form of Restricted Stock Unit Grant Agreement (July 13th, 2018)

This Restricted Stock Unit Award Agreement (the Agreement), is entered into as of _________________________1 (the Grant Date), by and between DTZ Jersey Holdings Limited, company number 11647, registered office 8th Floor Union House Union Street St. Helier Jersey JEZ 3RF (the Company), and Brett White (Executive).

Spectrum Brands Holdings – Second Amended and Restated Certificate of Incorporation of Spectrum Brands Legacy, Inc. (July 13th, 2018)

FIRST: The name of the Corporation is Spectrum Brands Legacy, Inc. A Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation changing the name of the Corporation from Spectrum Brands Holdings, Inc. to Spectrum Brands Legacy, Inc. was filed with the Secretary of State of the State of Delaware on July 13, 2018.

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 13, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JAGR Hotel Portfolio (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 13, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Liquidia Technologies Inc – Liquidia Technologies, Inc. Twelfth Amendment to Stock Option Plan (July 13th, 2018)
Second Amendment to the Capacity Purchase Agreement (July 13th, 2018)
Code Share and Revenue Sharing Agreement (July 13th, 2018)
Delcath Systems – FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS STATEMENTS DELCATH SYSTEMS, INC. Please Consult D.F. King & Co., Inc., the Information Agent for the Rights Offering, or Your Bank or Broker as to Any Questions. (July 13th, 2018)

The following instructions relate to a rights offering (the Rights Offering) by DELCATH SYSTEMS, INC., a Delaware corporation (DCTH or the Company), to the holders of record, on August 3, 2018, of its common stock, $0.01 par value (the Common Stock) and its warrants, as described in DCTH prospectus dated [ ], 2018 (the Prospectus). On August 3, 2018 (the Record Date), each holder of record of Common Stock and warrants at the close of business will receive, at no charge, 500 non-transferable subscription righst (the Subscription Rights) for each share of Common Stock and each share of Common Stock into which warrants are exercisable that are held at the Record Date.