Delaware Sample Contracts

POLARITYTE, INC. Issuer AND Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) (February 8th, 2019)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Form of Stock Option Agreement (February 8th, 2019)

Advanced Micro Devices, Inc., a Delaware corporation (the "Company"), pursuant to its 2004 Equity Incentive Plan (as amended and restated, the "Plan"), hereby grants to the holder listed below ("Participant") an option to purchase the number of Shares (as defined in the Plan) set forth below (the "Option"). The Option is subject to all of the terms and conditions set forth herein and in the Terms and Conditions to the Option (the "Terms and Conditions"), including any applicable country-specific terms and conditions for Participant's country set forth in the appendix thereto (the "Appendix") and in the Plan, each of which is incorporated herein by reference. Unless otherwise defined, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (the "Grant Notice") and the Terms and Conditions.

ONESPAWORLD HOLDINGS Ltd – Second Amendment to Credit Agreement and Amendment to Other Credit Documents (February 8th, 2019)
Emerge Energy Services Lp Commo – EMERGE ENERGY SERVICES LP 5600 Clearfork Main Street, Suite 400 Fort Worth, Texas 76109 January 31, 2019 (February 8th, 2019)
Amendment Number 39 (February 8th, 2019)

This Amendment 39 ("Amendment") to Special Business Provisions MS-65530-0016 is entered into, as of the date of the last signature below, between The Boeing Company, a Delaware Corporation ("Boeing"), and SPIRIT AEROSYSTEMS, INC, a Delaware Corporation with its principal office in Wichita, Kansas ("Seller"). Boeing and Seller sometimes are referred to herein individually as a "Party" and collectively as the "Parties."

Twilio Inc – Sendgrid, Inc. 2012 Equity Incentive Plan Adopted by the Board of Directors: March 5, 2012 Approved by the Stockholders: December 10, 2012 Amended by the Board of Directors: September 11, 2012 Amended by the Stockholders: December 10, 2012 Amended by the Board of Directors: December 16, 2013 Amended by the Stockholders: December 16, 2013 Amended by the Board of Directors: October 13, 2014 Amended by the Stockholders: October 13, 2014 Amended by the Board of Directors: October 14, 2015 Amended by the Stockholders: October 19, 2015 Termination Date: March 4, 2022 (February 8th, 2019)
Pacific DataVision, Inc. – CUSTOMER ACQUISITION AND RESALE Agreement (February 8th, 2019)

THIS CUSTOMER ACQUISITION AND RESALE AGREEMENT ("Agreement") is entered into effective January 2nd, 2019 ("Effective Date") by pdvWireless, Inc. ("Operator"), a Delaware corporation having its principal place of business at 3 Garret Mountain Plaza, Suite 401, Woodland Park, NJ 07424 and ABEEP, LLC ("Reseller"), an Illinois limited liability company, having its principal place of business at 452 N. Chicago St., Joliet, IL 60432.

ShockWave Medical, Inc. – Form of Indemnification Agreement (February 8th, 2019)
Expedia Group, Inc. Restricted Stock Unit Agreement (February 8th, 2019)

THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement"), dated as of the Award Date, by and between Expedia Group, Inc., a U.S. Delaware corporation (the "Corporation"), and the undersigned employee of the Corporation, Affiliate or Subsidiary (the "Participant").

Two Harbors Investments Corp – Two Harbors Investment Corp. 35,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: February 8, 2019 (February 8th, 2019)

Two Harbors Investment Corp., a Maryland corporation (the Company) confirms its agreement (this Agreement) with Credit Suisse Securities (USA) LLC (the Placement Agent), as follows:

SusGlobal Energy Corp. – Convertible Promissory Note (February 8th, 2019)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Warrant Amendment and Exercise Agreement (February 8th, 2019)
American Express Receivables Financing Corp III Llc – SERIES 2019-1 SUPPLEMENT Dated as of February 14, 2019 to FOURTH AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of April 1, 2018 AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST Series 2019-1 Among AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC as Transferor AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. As Servicer and THE BANK OF NEW YORK MELLON as Trustee on Behalf of the Series 2019-1 Certificateholders (February 8th, 2019)

SERIES 2019-1 SUPPLEMENT, dated as of February 14, 2019 (the Supplement), among AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, a Delaware limited liability company, as Transferor (the Transferor), AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation, as Servicer, and THE BANK OF NEW YORK MELLON, a banking corporation organized and existing under the laws of the State of New York, not in its individual capacity, but solely as Trustee.

Cerner Executive Severance Agreement (February 8th, 2019)

This Cerner Executive Severance Agreement (this "Executive Severance Agreement"), effective as of December 14, 2017 (the "Effective Date"), is a supplement to and amendment of the employment agreement dated July 14, 2003 between John T. Peterzalek ("you"/"your") and Cerner Corporation, a Delaware corporation ("Cerner").

DE Acquisition 6, Inc. – Secured Promissory Note (February 8th, 2019)

This Promissory Note (this "Note") and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, "Maturity Date" means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

Union Acquisition Corp. – Warrant Agreement (February 8th, 2019)

This agreement is made as of ____________, 2018 (this "Agreement"), by and between Bioceres Crop Solutions Corp. (f/k/a "Union Acquisition Corp.," referred to herein as "UAC"), a Cayman Islands exempted company, (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 ("Warrant Agent").

ShockWave Medical, Inc. – Warrant to Purchase Stock (February 8th, 2019)
Wright Medical Group N.V. – [Face of Note] (February 8th, 2019)
Sa Recovery Corp – Bylaws of Truli Technologies, Inc. (February 8th, 2019)
IMAC Holdings, Inc. – February 8, 2019 (February 8th, 2019)

We have acted as counsel to IMAC Holdings, Inc., a Delaware corporation (the "Company"), in connection with the registration of (i) 850,000 units (the "Units"), which consist of (ii) 850,000 shares (the "Offering Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), and (iii) warrants (the "Offering Warrants") to purchase up to an aggregate of 1,700,000 shares of Common Stock, (iv) 1,700,000 shares of Common Stock issuable upon exercise of the Offering Warrants, (v) a unit purchase option to purchase up to 4% of the Offering Shares and the Offering Warrants sold to investors granted to Dawson James Securities, Inc., as representative of the several Underwriters (the "Underwriters"), by the Company (the "Unit Purchase Option"), (vi) 39,100 shares of Common Stock (the "Underwriter Shares") and warrants to purchase up to an aggregate of 78,200 shares of Common Stock (the "Underwriter Warrants") included in the Unit Purchase Option that may be purchased by th

Employment Agreement (February 8th, 2019)

THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into on the 23rd day of November, 2018, is by and between SPIRIT AEROSYSTEMS, INC., a Delaware corporation (the "Company"), and Jose Garcia ("Employee").

ShockWave Medical, Inc. – Shockwave Medical, Inc. Amended and Restated Investor Rights Agreement (February 8th, 2019)
BRIDGE LOAN AGREEMENT Dated as of February 1, 2019 Among (February 8th, 2019)

BRIDGE LOAN AGREEMENT (this "Agreement") dated as of February 1, 2019 among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company ("Borrower"), the LENDERS from time to time party hereto and MIZUHO BANK, LTD., as Administrative Agent.

John Deere Receivables, Inc. – Form of Asset Backed Note Issued by a Trust (February 8th, 2019)
Executive Employment Agreement (February 8th, 2019)

This Executive Employment Agreement ("Agreement") is entered into and effective as of November 19, 2018 ("Effective Date"), by and between Accuray Incorporated, a Delaware corporation (the "Company"), and Shig Hamamatsu ("Executive").

DE Acquisition 6, Inc. – Promissory Note (February 8th, 2019)

This Promissory Note (this "Note") and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, "Maturity Date" means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

Tremont Mortgage Trust – First Amendment to Guaranty (February 8th, 2019)

THIS FIRST AMENDMENT TO GUARANTY (this "Amendment"), dated as of February 4, 2019 (the "Effective Date"), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, "Buyer"), TREMONT MORTGAGE TRUST, a Maryland real estate investment trust ("Guarantor"), and for the purpose of acknowledging and agreeing to the provision set forth in Section 5 hereof, TRMT CB LENDER LLC, a Delaware limited liability company ("Seller").

Amendment No. 2 to Credit and Security Agreement (Term) (February 8th, 2019)

THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is made as of this 28th day of December, 2018 (the "Amendment Effective Date"), by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender., the lenders (individually, each a "Lender" and collectively, the "Lenders") party to the Credit Agreement (as defined below), ACCURAY INCORPORATED, a Delaware corporation ("Accuray" or "Borrower Representative"), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, "Other Borrowers" and, together with Borrower Representative, each individually as a "Borrower", and collectively as "Borrowers").

Morgan Stanley Capital I Trust 2018-L1 – Contract (February 8th, 2019)
Amendment No. 28 to the Sync Generation 2 On-Board Navigation Agreement Between Ford Motor Company and Telenav, Inc. (February 8th, 2019)

THIS AMENDMENT NO. 28 ("Amendment"), effective as of January 1, 2018 ("Amendment Effective Date") supplements and amends the terms of the SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009 ("Agreement"), by and between Ford Motor Company ("Buyer" or "Ford"), a Delaware corporation with its principal office at One American Road, Dearborn, Michigan 48126, on behalf of itself and the Ford Related Companies, and Telenav, Inc. (formerly known as TeleNav, Inc.) ("Supplier" or "Telenav"), a Delaware corporation with its principal office at 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054, on behalf of itself and the Telenav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement.

DE Acquisition 6, Inc. – Secured Promissory Note (February 8th, 2019)

This Promissory Note (this "Note") and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, "Maturity Date" means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

REVOLVING CREDIT AGREEMENT Dated as of November 16, 2018 Among KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO And (February 8th, 2019)

The Borrower has requested that the Lenders extend credit to the Borrower in the form of Loans (as defined below) in an aggregate principal amount of $4,000,000,000 (the "Transactions") to be used by Borrower and its subsidiaries for working capital and general corporate purposes, and the Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

Confidential Consulting Agreement (February 8th, 2019)

This Confidential Consulting Agreement (the "Agreement") is executed as of the date shown on the signature page (the "Effective Date"), by and between FLG Partners, LLC, a California limited liability company ("FLG"), and the entity identified on the signature page ("Client").

Amendment No. 29 to the Sync Generation 2 On-Board Navigation Agreement Between Ford Motor Company and Telenav, Inc. (February 8th, 2019)

THIS AMENDMENT NO. 29 ("Amendment"), effective as of December 7, 2018 ("Amendment Effective Date") supplements and amends the terms of the SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009 ("Agreement"), by and between Ford Motor Company ("Buyer" or "Ford"), a Delaware corporation with its principal office at One American Road, Dearborn, Michigan 48126, on behalf of itself and the Ford Related Companies, and Telenav, Inc. ("Supplier" or "Telenav"), a Delaware corporation with its principal office at 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054, on behalf of itself and the Telenav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement.

Cytodyn Inc – February 7, 2019 CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 Ladies and Gentlemen: We Have Acted as Counsel for CytoDyn Inc., a Delaware Corporation (The Company), in Connection With the Sale and Issuance of Up to 3,522,000 Shares of the Companys Common Stock, Par Value $0.001 Per Share (The Shares) and Warrants (The Warrants) to Purchase Up to an Aggregate of 1,761,000 Shares of Common Stock (The Warrant Shares) Pursuant to the Registration Statement on Form S-3 (File No. 333-223195) (The Registration Statement) Filed by the Company With the Securities and Exchange Co (February 8th, 2019)