Delaware Sample Contracts

Churchill Capital Corp IVChurchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Sponsor Agreement (February 23rd, 2021)

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp IV, a Delaware corporation (“SPAC”), Atieva, Inc., d/b/a Lucid Motors, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), and Air Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC, and hereby amends and restates in its entirety that certain letter, dated July 29, 2020, from Churchill Sponsor IV LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to SPAC (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 10 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascr

Lydall Inc /De/LYDALL, INC. PERFORMANCE SHARE AWARD AGREEMENT (Three-Year Period) (February 23rd, 2021)

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (“Lydall”), and the recipient (the “Recipient”) with respect to an Award under Lydall’s Amended and Restated 2012 Stock Incentive Plan (the “Plan”) pursuant to the award letter (the “Award Letter”), dated _________ __ 202__, from Lydall to the Recipient. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

JBG SMITH PropertiesFORM OF JBG SMITH PROPERTIES (February 23rd, 2021)

RESTRICTED SHARE UNIT AGREEMENT (the “Restricted Share Unit Agreement” or “Award Agreement”) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

DHB Capital Corp.INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and DHB Capital Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

Simon Property Group Acquisition Holdings, Inc.INDEMNIFICATION AGREEMENT (February 23rd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Eli Simon (“Indemnitee”).

Nasdaq, Inc.SHARE PURCHASE AGREEMENT by and among Nasdaq, inc., OSPREY ACQUISITION CORPORATION, VERAFIN HOLDINGS INC., THE UNDERSIGNED ENTITIES AND INDIVIDUALS, and SHAREHOLDER REPRESENTATIVE SERVICES LLC (solely in its capacity as the “Representative” of the ... (February 23rd, 2021)

This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of November 18, 2020, is made by and among Nasdaq, Inc., a Delaware corporation (“Parent”), Osprey Acquisition Corporation, a corporation existing under the CBCA and a wholly owned subsidiary of Parent (“Buyer” and collectively with Parent, “Buyer Parties”), Verafin Holdings Inc., a corporation existing under the CBCA (the “Company”), the undersigned Persons listed on Annex C (such Persons, together with (a) any Person holding Common Shares (or that acquires Common Shares pursuant to the exercise of Options after the execution hereof, as contemplated by Section 1.03(e)) that executes a Joinder Agreement after the date hereof agreeing to be bound as a “Seller” by the terms and conditions herein and (b) any Person holding Common Shares on behalf of whom the Company, as attorney-in-fact, executes this Agreement after the date hereof pursuant to Section 2.03, collectively, “Sellers”) and Shareholder Representative Services LLC, a C

Connect Invest II LLCMANAGEMENT AGREEMENT By and Between CONNECT INVEST II LLC AND I-MANAGEMENT GROUP LLC (February 23rd, 2021)

THIS Management AGREEMENT (this “Agreement”), dated as of the __ day of February, 2021, (the “Effective Date”), is entered into by and between Connect Invest II LLC, a Nevada limited liability company (the “Company”), and I-Management Group LLC, a Nevada limited liability company (the “Manager”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

Kaleyra, Inc.STOCKHOLDER SUPPORT AGREEMENT (February 23rd, 2021)

STOCKHOLDER SUPPORT AGREEMENT, dated as of February 18, 2021 (this “Agreement”), by and among Kaleyra, Inc., a Delaware corporation (“Kaleyra”), and certain of the stockholders of Vivial Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).

Simon Property Group Acquisition Holdings, Inc.INDEMNIFICATION AGREEMENT (February 23rd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and David Simon (“Indemnitee”).

Twin Ridge Capital Acquisition Corp.INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

Arena Pharmaceuticals IncINDEMNIFICATION AGREEMENT (February 23rd, 2021)

This Indemnification Agreement (“Agreement”) is made as of ___________ by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).

JBG SMITH PropertiesFORM OF JBG SMITH PROPERTIES (February 23rd, 2021)

RESTRICTED SHARE UNIT AGREEMENT (the “Restricted Share Unit Agreement” or “Award Agreement”) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), and the advisor or consultant to the Company or one of its affiliates listed on Schedule A (the “Consultant”).

Churchill Capital Corp IVSubscription Agreement (February 23rd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 22nd day of February, 2021, by and between Churchill Capital Corp IV, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

Churchill Capital Corp IVINVESTOR RIGHTS AGREEMENT (February 23rd, 2021)

THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of February 22, 2021 (the “Effective Date”), is made by and among (i) Churchill Capital Corp IV, a Delaware corporation (“PubCo”); (ii) Ayar Third Investment Company, a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia (“Ayar”); (iii) each of the Persons identified on the signature pages hereto or on the signature pages to a joinder in the form attached to this Investor Rights Agreement as Exhibit A under the heading “Lucid Insiders” (collectively, the “Lucid Insiders”) and; (iv) Churchill Sponsor IV LLC, a Delaware limited liability company. Each of PubCo, Ayar, the Lucid Insiders and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties.”

Gores Holdings v Inc.REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (February 23rd, 2021)

This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of [●], 2021, by and among (a) Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg (the “Company”), (b) Ardagh Group S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-213134 Luxembourg, Luxembourg (“AGSA”), and (c) Gores Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), Randall Bort, William Patton and Jeffrey Rea (collectively, the “Gores Holders”). The Gores Holders, AGSA and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”.

Paychex IncPOOLED PLAN PROVIDER INDEMNITY AGREEMENT (February 23rd, 2021)

This Pooled Plan Provider Indemnification Agreement (“Agreement”) is made as of [date], by and between Paychex, Inc., a Delaware corporation (the “Company”), and [person’s name] (“Indemnitee”).

Simon Property Group Acquisition Holdings, Inc.INDEMNIFICATION AGREEMENT (February 23rd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Steven Fivel (“Indemnitee”).

Adamas Pharmaceuticals IncASSET PURCHASE AGREEMENT between: Osmotica Pharmaceutical US LLC, a Delaware limited liability company, Osmotica, Kereskedelmi és Szolgáltató Korlátolt Felelõsségû Társaság, a corporation organized under the laws of Hungary, Osmotica Holdings US LLC, a ... (February 23rd, 2021)

This Asset Purchase Agreement is being entered into as of December 1, 2020 (the “Effective Date”), by and between Osmotica Pharmaceutical US LLC, a Delaware Limited Liability Company and Osmotica Kereskedelmi és Szolgáltató Korlátolt Felelõsségû Társaság, a corporation organized under the laws of Hungary (collectively, the “Seller”), Osmotica Holdings US LLC, a Delaware Limited Liability Company (the “Seller Guarantor”) and Adamas Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.

Global X FundsEXPENSE LIMITATION AGREEMENT (February 23rd, 2021)

This Expense Limitation Agreement (the “Agreement”) is made and entered into as of November 11, 2020, between Global X Funds ("Trust"), on behalf of the Global X Russell 2000 Covered Call ETF ("Fund”) and Global X Management Company LLC ("Adviser").

Orion Acquisition Corp.SERVICES AGREEMENT (February 23rd, 2021)

This Services Agreement (this “Agreement”) is dated as of February 12, 2021 (the “Effective Date”) by and between Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (“Orion”) and Halle Orion Holdings LLC, a Delaware limited liability company (“Halle”). Orion and Halle are each referred to individually as a “Party,” and collectively the “Parties,” under this Agreement.

Wells Fargo & Company/MnForm of Performance Share Award Agreement for Grants on or after January 26, 2021 (February 23rd, 2021)

Brackets identify provisions that may vary depending on the particular grant, grant recipient, and/or other relevant factor.

Simon Property Group Acquisition Holdings, Inc.INDEMNIFICATION AGREEMENT (February 23rd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Bippy Siegal (“Indemnitee”).

Arena Pharmaceuticals IncINDEMNIFICATION AGREEMENT (February 23rd, 2021)

This Indemnification Agreement (“Agreement”) is made as of ___________ by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).

Athena Technology Acquisition Corp.INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).

Simon Property Group Acquisition Holdings, Inc.INDEMNIFICATION AGREEMENT (February 23rd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Brian McDade (“Indemnitee”).

Gores Holdings v Inc.BUSINESS COMBINATION AGREEMENT by and among GORES HOLDINGS V, INC., ARDAGH METAL PACKAGING S.A., ARDAGH MP MERGECO INC. and ARDAGH GROUP S.A. dated as of February 22, 2021 (February 23rd, 2021)

This Business Combination Agreement (this “Agreement”) is made and entered into as of February 22, 2021, by and among Gores Holdings V, Inc., a Delaware corporation (“GHV”), Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465 (“AMPSA”), Ardagh MP MergeCo Inc., a Delaware corporation (“MergeCo”), and Ardagh Group S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804 (“Ardagh”). GHV, AMPSA, MergeCo, and Ardagh are referred to herein individually as a “Party” and collectively as the

Verus International, Inc.VERUS INTERNATIONAL, INC. EMPLOYMENT AGREEMENT (February 23rd, 2021)

This Employment Agreement (“Agreement”) is entered into as of this 17th day of February 2021 by and between Verus International, Inc., a Delaware corporation with a principal place of business in Gaithersburg, MD (the “Company”), and Apurva Dhruv, an individual (the “Executive”).

Kaleyra, Inc.AGREEMENT AND PLAN OF MERGER dated as of February 18, 2021 by and among KALEYRA INC., VOLCANO MERGER SUB, INC., VIVIAL INC. and GSO SPECIAL SITUATIONS MASTER FUND LP, SOLELY IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE (February 23rd, 2021)
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (February 23rd, 2021)

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Valero Energy Partners GP LLC (the “Company”), dated as of December 16, 2013, is adopted, executed and agreed to by Valero Terminaling and Distribution Company (“VTDC”), as the sole member of the Company.

Arena Pharmaceuticals IncArena Pharmaceuticals, Inc., 2020 Long-Term Incentive Plan Performance Restricted Stock Unit Grant Agreement (February 23rd, 2021)

This Grant Agreement (this “Agreement”), effective as of ________________ (the “Grant Date”), is entered into by and between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”) and evidences the terms of the Company’s grant to the Participant of a performance restricted stock unit (“PRSU”) award on the terms and conditions set forth herein (the “Award”).

Simon Property Group Acquisition Holdings, Inc.INDEMNIFICATION AGREEMENT (February 23rd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Ben Weprin (“Indemnitee”).

Citizens Financial Group Inc/RiCITIZENS FINANCIAL GROUP, INC. Deferred Cash Award Agreement Terms and Conditions (February 23rd, 2021)
Ford Credit Auto Owner Trust 2021-ASECOND AMENDED AND RESTATED TRUST AGREEMENT between FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee for FORD CREDIT AUTO OWNER TRUST 2021-A Dated as of February 1, 2021 (February 23rd, 2021)

SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2021 (this “Agreement”), between FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement, for Ford Credit Auto Owner Trust 2021-A.

Duckhorn Portfolio, Inc.MALLARD HOLDCO, LLC AWARD AGREEMENT (February 23rd, 2021)

THIS AWARD AGREEMENT (this “Agreement”) is made as of this day of , , (the “Grant Date”) between Mallard Holdco, LLC, a Delaware limited liability company (the “Company”), and the undersigned Recipient (the “Recipient”). Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below).

Crane Co /De/FORM OF INDEMNIFICATION AGREEMENT (February 23rd, 2021)

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable costs;