Delaware Sample Contracts

GC Palomar Holdings – STOCKHOLDERS AGREEMENT by and Among PALOMAR HOLDINGS, INC. And THE OTHER PARTIES HERETO (March 15th, 2019)

This Stockholders Agreement is entered into as of [*], 2019 by and among Palomar Holdings, Inc., a Delaware corporation (the Company), and each of the other parties identified on the signature pages hereto (the Holders).

Change Healthcare Inc. – AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) Among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011 (March 15th, 2019)
Fox Corp – CREDIT AGREEMENT Dated as of March 15, 2019 Among FOX CORPORATION, as Borrower, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A., as Administrative Agent DEUTSCHE BANK SECURITIES INC. And GOLDMAN SACHS BANK USA, as Co-Syndication Agents JPMORGAN CHASE BANK, N.A. And MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation Agents CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A. And MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners (March 15th, 2019)
Change Healthcare Inc. – Replacement Vested Stock Appreciation Rights Agreement Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan (March 15th, 2019)
Compensation Plan for Non-Employee Directors Amended and Restated December 12, 2018 (March 15th, 2019)
ConversionPoint Holdings, Inc. – Sellpoints, Inc. First Amendment to Subordinated Unsecured Promissory Notes (March 15th, 2019)

This FIRST AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTES (this "Amendment") is made and entered into as of December 1, 2017, by and among SellPoints, Inc., a Delaware corporation (the "Company"), and the Investors (as defined below).

ConversionPoint Holdings, Inc. – Sixth Amendment to Loan and Security Agreement (March 15th, 2019)

This Sixth Amendment to Loan and Security Agreement is entered into as of March 13, 2019 (the "Amendment"), by and among ConversionPoint Technologies, Inc. ("Parent"), Push Holdings, Inc. ("Push Holdings"), Branded Response, Inc. ("Branded"), Tamble Inc. ("Tamble"), Comiseo, LLC ("Comiseo"), Push Interactive, LLC ("Push Interactive"), Push Properties LLC ("Push Properties"), Tremeta, LLC ("Tremeta"), Base Camp Technologies, LLC ("Base Camp"), Alpine Computing Systems, LLC ("Alpine"), SellPoints, Inc. ("SellPoints"), Montage Capital II, L.P. ("Montage") and Partners for Growth IV, L.P. ("PFG"). Each of Montage and PFG are also referred to as a "Lender" and collectively referred to as the "Lenders".

GC Palomar Holdings – BYLAWS OF PALOMAR HOLDINGS, INC. (A Delaware Corporation) (March 15th, 2019)
Pacific Special Acquisition Corp. – As Lender DEBENTURE (Constituting a Fixed and Floating Charge Over All the Assets of BORQS Technologies (HK) Limited) THIS DEED (This "Deed") Is Made as a Deed This March 8, 2019 BETWEEN: (March 15th, 2019)
Restoration Robotics Inc – Voting Agreement (March 15th, 2019)
Transmontaigne Partners Lp – Tlp Management Services Llc Amended and Restated Savings and Retention Plan (March 15th, 2019)

TLP Management Services LLC, a Delaware limited liability company (the "Company"), has established the TLP Management Services LLC Amended and Restated Savings and Retention Plan (the "Plan"). The plan was initially established on February 26, 2016 and is amended and restated pursuant to the terms hereof, effective as of February 25, 2019 (the "Amendment Effective Date"); provided, however, that prior to the closing of the Merger (as defined below), outstanding awards granted prior to the Amendment Effective Date shall continue to be governed by the terms of the Plan as in effect prior to the Amendment Effective Date (the "Original Plan").

Change Healthcare Inc. – Replacement 2.5x Restricted Stock Grant Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan (March 15th, 2019)
Pacific Special Acquisition Corp. – Amended and Restated Loan and Security Agreement (March 15th, 2019)

Borrower:BORQS Hong Kong Limited (Bo Si Wei Xi Tong Xiang Gang You Xian Gong Si ), a private company limited by shares incorporated under Hong Kong law, registered with the Companies Registry under number 1151010

Change Healthcare Inc. – TAX RECEIVABLE AGREEMENT (MANAGEMENT) Among EMDEON INC. And THE PERSONS NAMED HEREIN Dated as of August 17, 2009 (March 15th, 2019)
Griffin Capital Essential Asset REIT, Inc. – Administrative Services Agreement (March 15th, 2019)

This ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), dated as of December 14, 2018 and effective on January 1, 2019 (the "Effective Date"), is by and among Griffin Capital Company, LLC, a Delaware limited liability company ("GCC"), and Griffin Capital, LLC, a Delaware limited liability company ("GC LLC" and, together with GCC, the "Griffin Entities" and each a "Griffin Entity"), on the one hand, and Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the "REIT"), Griffin Capital Essential Asset Operating Partnership, L.P., a Delaware limited partnership (the "OP"), Griffin Capital Essential Asset TRS, Inc., a Delaware corporation (the "TRS"), and Griffin Capital Real Estate Company, LLC, a Delaware limited liability company ("GRECO" and, together with the REIT, the OP and the TRS, the "Company" and each a "Company Party"), on the other hand. The Griffin Entities and the Company shall be collectively referred to herein as the "Parties," and each individually a "Par

Farmland Partners Inc. – AGRICULTURAL LEASE (Chowchilla, KG and Stella Ranch) (March 15th, 2019)

THIS AGRICULTURAL LEASE (this "Lease") is made as of November 17, 2017, by and between Arnold (CA) LLC, a Delaware limited liability company ("Lessor"), and OLAM FARMING, INC., a Delaware corporation ("Lessee"). For convenience, Lessor and Lessee are sometimes referred to herein collectively as the "Parties" and individually as a "Party." This Lease is made with respect to the following facts and circumstances, which the Parties affirm as true and accurate:

Restoration Robotics Inc – Voting Agreement (March 15th, 2019)
Lexicon Pharmaceuticals, Inc. 2017 Non-Employee Directors' Equity Incentive Plan (March 15th, 2019)

This Plan initially was established as the 2000 Non-Employee Directors' Stock Option Plan, effective as of April 12, 2000 (the "2000 Non-Employee Directors' Stock Option Plan") which was adopted by the Board on February 3, 2000 and approved by the Company's stockholders on March 15, 2000. The 2000 Non-Employee Directors' Stock Option Plan, as amended, was subsequently amended and restated in its entirety and renamed the Non-Employee Directors' Stock Option Plan (the "Non-Employee Directors' Stock Option Plan"), which was adopted by the Board on February 27, 2009 and approved by the Company's stockholders on April 23, 2009. A subsequent amendment to the Non-Employee Directors' Stock Option Plan pursuant to which it was renamed the Non-Employee Directors' Equity Incentive Plan (the "Non-Employee Directors' Equity Incentive Plan") was adopted by the Board on February 16, 2012 and approved by the Company's stockholders on April 26, 2012. The Non-Employee Directors' Equity Incentive Plan

STOCK AND ASSET PURCHASE AGREEMENT by and Among PFIZER INC., GLAXOSMITHKLINE PLC and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED DATED AS OF DECEMBER 19, 2018 (March 15th, 2019)
Real Estate Capital Markets Advisory Agreement (March 15th, 2019)

THIS ADVISORY AGREEMENT (this Agreement), dated as of March 15, 2019 is made by and between Ladder Capital Finance LLC, a Delaware limited liability company (LCF) and Item Six Capital LLC (Advisor).

Cara Therapeutics – Cara Therapeutics, Inc. And , as Warrant Agent Form of Preferred Stock Warrant Agreement Dated as Of (March 15th, 2019)
Amendment # 1 to UPLAND SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENT (March 15th, 2019)

This Amendment #1 to the Executive Employment Agreement by and between Upland Software, Inc., a Delaware corporation (the "Company") and John T. McDonald ("Executive") dated March 28, 2017 ("Original Agreement"), is entered into as of March 13, 2019.

Eqt Midstream Partners Lp – CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT by and Among EQM MIDSTREAM PARTNERS, LP and THE PURCHASERS PARTY HERETO Dated March 13, 2019 (March 15th, 2019)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the Partnership), dated as of [*], 2019, is entered into by and among EQGP Services, LLC, a Delaware limited liability company (the General Partner), Equitrans Gathering Holdings, LLC, a Delaware limited liability company and a Limited Partner of the Partnership (EGH), EQM GP Corporation, a Delaware corporation and a Limited Partner of the Partnership (EQM GP Corp), and Equitrans Midstream Holdings, LLC, a Delaware limited liability company and a Limited Partner of the Partnership (EMH), together with any other Persons (as defined below) who are or who become Partners in the Partnership or parties hereto as provided herein.

PagerDuty, Inc. – Pagerduty, Inc. Amended and Restated Investors' Rights Agreement (March 15th, 2019)

This Amended and Restated Investors' Rights Agreement (this "Agreement") is made and entered into as of August 24, 2018, by and among PagerDuty, Inc., a Delaware corporation (the "Company"), Andrew Gregory Miklas (as Trustee of the A. Miklas Revocable Trust created U/D/T dated August 8, 2016), Dan A. Solomon and Baskar Puvanathasan (the "Founders"), the holders of outstanding Preferred Stock of the Company listed on Schedule 1 hereto (the "Existing Preferred Holders") and the purchasers of Series D Preferred Stock of the Company listed on Schedule 2 hereto (the "New Investors" and, together with the Existing Preferred Holders, the "Investors").

Replay Acquisition Corp. – Sponsor Warrants Purchase Agreement (March 15th, 2019)

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2019 (as it may from time to time be amended, this Agreement), is entered into by and between Replay Acquisition Corp., a Cayman Islands exempted company (the Company), and Replay Sponsor, LLC, a Delaware limited liability company (the Purchaser).

Change Healthcare Inc. – Transition Services Agreement (March 15th, 2019)
Natera, Inc. – Fourth Amendment to Supply Agreement (March 15th, 2019)

This Fourth Amendment to Supply Agreement (the "Fourth Amendment") is effective as of the date last signed below (the "Fourth Amendment Date") between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 ("Illumina") and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 ("Customer"). Customer and Illumina may be referred to herein as "Party" or "Parties."

Airgain Inc – RESTRICTED STOCK Unit Grant Notice (March 15th, 2019)

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the "Grant Notice") have the meanings given to them in the 2016 Incentive Award Plan (as amended from time to time, the "Plan") of Airgain, Inc. (the "Company").

ConversionPoint Holdings, Inc. – Second Amendment to Lease Agreement (March 15th, 2019)

This Second Amendment to Lease Agreement (the "Second Amendment") is made as of September 15, 2018 (the "Effective Date"), by and between ConversionPoint Technologies, Inc., a Delaware corporation ("Tenant") and AtGlenwood, LLC, a Minnesota limited liability company ("Landlord").

Axsome Therapeutics, Inc. – Contract (March 15th, 2019)

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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Transition and Separation Agreement and General Release (March 15th, 2019)

THIS TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into this 18th day of January, 2019 (the "Effective Date") by and between Universal Electronics Inc., a Delaware Corporation, with its headquarters located at 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254-2494 (the "UEI Headquarters"), on behalf of itself and all of its affiliates (herein singularly and collectively called "UEI"), and Louis S. Hughes, with his principal offices located at the UEI Headquarters, on behalf of himself and all of his heirs, executors, guardians, administrators, successors, and assigns (collectively, "Executive").

Change Healthcare Inc. – AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANZATIONS) Among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011 (March 15th, 2019)
Independence Holding Company – Assignment and Assumption With Novation and Amendment of Officer Employment Agreement (March 15th, 2019)

This Assignment and Assumption with Novation and Amendment of Officer Employment Agreement (this "Agreement"), by and among Standard Security Life Insurance Company of New York, a New York corporation ("Assignor"), AMIC Holdings, Inc., a Delaware corporation ("Assignee"), and Mr. David Kettig, an individual resident in the state of New York (the "Employee"), is made as of January 1, 2017 (the "Effective Date"). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement (as defined below).

Corindus Vascular Robotics, Inc. – FIRST Amendment to Loan and Security Agreement (TERM LOAN) (March 15th, 2019)

This First Amendment to Loan and Security Agreement (Term Loan) (this "Amendment") is entered into this 14th day of March, 2019 among (a) SILICON VALLEY BANK, a California corporation ("SVB"), as collateral agent (in such capacity, the "Collateral Agent"), (b) the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and (c) SOLAR CAPITAL LTD., a Maryland corporation ("Solar" and, together with SVB, each a "Lender" and collectively, the "Lenders"), and (d)(i) CORINDUS VASCULAR ROBOTICS, INC., a Delaware corporation ("Parent Borrower") whose address is 309 Waverly Oaks Road, Suite 105, Waltham, Massachusetts 02452, and (ii) CORINDUS, INC., a Delaware corporation ("Subsidiary Borrower") whose address is 309 Waverly Oaks Road, Suite 105, Waltham, Massachusetts 02452 (Parent Borrower and Subsidiary Borrower are individually and collectively, jointly and severally, "Borrower").

Carrier EQ, Inc. – CarrierEQ, Inc. (D/B/a AirFox) (March 15th, 2019)