Delaware Sample Contracts

CatchMark Timber Trust, Inc. – FIRST AMENDMENT TO OPTION AGREEMENT (March 1st, 2019)

This First Amendment to Option Agreement (“First Amendment”) is made and entered into effective as of June 28, 2018 (the “Effective Date”), by and between LRT IV LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and CATCHMARK TIMBER TRUST, INC., a Maryland corporation (hereinafter referred to as “Purchaser”).

CatchMark Timber Trust, Inc. – SECOND AMENDMENT TO OPTION AGREEMENT (March 1st, 2019)

This Second Amendment to Option Agreement (“Second Amendment”) is made and entered into effective as of August 3, 2018 (the “Effective Date”), by and between LRT III LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and CATCHMARK TIMBER TRUST, INC., a Maryland corporation (hereinafter referred to as “Purchaser”).

Roku, Inc – COLEMAN HIGHLINE FIRST AMENDMENT TO OFFICE LEASE (March 1st, 2019)

THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made and entered into as of November 12, 2018 (the “First Amendment Effective Date”), by and between CAP PHASE 1, LLC, a Delaware limited liability company (“Landlord”), and ROKU, INC., a Delaware corporation (“Tenant”).

Amag Pharmaceuticals Inc. – CONTRACT MANUFACTURING AGREEMENT (March 1st, 2019)

This Contract Manufacturing Agreement is made by and between (1) Fresenius Kabi Austria GmbH, having its registered office at Hafnerstrasse 36, A-8055 Graz, Austria (“FRESENIUS”) and (2) AMAG Pharmaceuticals, Inc., a Delaware corporation having an office at 1100 Winter Street, Waltham, MA 02451, U.S.A. (“COMPANY”), effective as of September 1, 2018 (the “Effective Date”).

Tractor Supply Co /De/ – CHANGE IN CONTROL AGREEMENT (March 1st, 2019)

THIS CHANGE IN CONTROL AGREEMENT, dated as of _______ ____, 2019, is made by and between Tractor Supply Company, a Delaware corporation (the “Company”), and ______________ (the “Executive”).

Verisk Analytics, Inc. – Verisk Analytics, Inc. (a Delaware corporation) 4.125% Senior Notes due 2029 UNDERWRITING AGREEMENT (March 1st, 2019)
Aerohive Networks, Inc – FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 1st, 2019)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 31 day of January, 2019, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AEROHIVE NETWORKS, INC., a Delaware corporation (“Borrower”).

Genpact LTD – BORROWER ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENT (March 1st, 2019)

This ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENT (this “Assignment and Amendment”), dated as of January 17, 2019, is by and among GENPACT INTERNATIONAL, LLC, a Delaware limited liability company (formerly Genpact International, Inc., a Delaware corporation), as assignor (the “Assignor”), GENPACT USA, INC., a Delaware corporation, as assignee (the “Assignee”), Genpact Global Holdings (Bermuda) Limited, an exempted company limited by shares organized under the laws of Bermuda (the “Bermuda Borrower”), Genpact Luxembourg S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Luxembourg Borrower”), Genpact Limited, an exempted company limited by shares organized under the laws of Bermuda (“Holdings”), the LENDERS party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Resolute Forest Products Inc. – AMENDMENT TO THE RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (March 1st, 2019)

This Amendment, effective [insert date], 2018 to the Restricted Stock Unit Agreements (the “Agreements”) dated as of November 9, 2015, November 14, 2016 and November 13, 2017 is made between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

Resolute Forest Products Inc. – AMENDMENT TO THE RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AGREEMENT (March 1st, 2019)

This Amendment, effective [insert date], 2019 to the Director Deferred Stock Unit Agreements (the “Agreements”) dated as of February 15, 2016 and February 13, 2017 is made between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

Sangamo Therapeutics, Inc – FIFTH AMENDMENT TO LEASE (March 1st, 2019)

THIS FIFTH AMENDMENT TO LEASE (this ''Fifth Amendment") is entered into as of July 10, 2017 (the "Effective Date"), by and between POINT RICHMOND R&D ASSOCIATES II, LLC, a California limited liability company ("Landlord"), and SANGAMO  THERAPEUTICS, INC., a Delaware corporation (formerly known as Sangamo  Biosciences, Inc., a Delaware corporation) ("Tenant"), with reference to the following facts:

National Western Life Group, Inc. – Change in Control Agreement (March 1st, 2019)

This Change in Control Agreement, dated as of February 28, 2019, is entered into between and among National Western Life Insurance Company, a Colorado corporation (“NWLIC”), National Western Life Group, Inc., a Delaware corporation (“NWLGI”), collectively referred to as (“NWL”), and Brian M. Pribyl (the “Executive”).

Lkq Corp – RESTRICTED STOCK UNIT AGREEMENT (March 1st, 2019)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the 7th day of May, 2018 (the “Grant Date”) by and between LKQ Corporation, a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] (the “Key Person”).

Amneal Pharmaceuticals, Inc. – SEPARATION AGREEMENT (March 1st, 2019)

This Separation Agreement (the “Agreement”) is entered into between Bryan M. Reasons (“Executive”) and Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”) and, unless revoked in accordance with Section 5(d), shall become effective as of the eighth day after the day on which Executive signs this Agreement (the “Effective Date”). This Agreement is entered into with reference to the following facts:

Lyft, Inc. – LYFT, INC. INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Lyft, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [insert name] (“Indemnitee”).

SPX FLOW, Inc. – SEPARATION AGREEMENT (March 1st, 2019)

THIS SEPARATION AGREEMENT, dated as of December 17, 2018 (the “Agreement”), by and between SPX FLOW, Inc., a Delaware corporation (the “Company”), and Jeremy W. Smeltser (the “Executive”). The Company and the Executive are referred to as the “Parties”.

Resolute Forest Products Inc. – RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN STOCK SETTLED RESTRICTED STOCK UNIT AGREEMENT (March 1st, 2019)

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of [November __], 20__, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

Resolute Energy Corp – Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CIMAREX RESOLUTE LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF NOVEMBER, A.D. 2018, AT 7:27 O`CLOCK P.M. CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "CR SUB 2 LLC" TO "CIMAREX RESOLUTE LLC", FILED THE FIRST DAY OF MARCH, A.D. 2019, AT 8:41 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATE (March 1st, 2019)
Crescent Acquisition Corp – FORWARD PURCHASE AGREEMENT (March 1st, 2019)

This Forward Purchase Agreement (this “Agreement”) is entered into as of February 26, 2019, between Crescent Acquisition Corp, a Delaware corporation (the “Company”), and Crescent Capital Group LP, a Delaware limited partnership, acting solely in its capacity as investment advisor (in such capacity, the “Advisor”) to one or more investment funds or accounts (each such investment fund or account, a “Crescent Fund Purchaser”).

Amneal Pharmaceuticals, Inc. – SEPARATION AGREEMENT (March 1st, 2019)

This Separation Agreement (the "Agreement") is entered into between Sheldon Hirt ("Executive" ) and Amneal Pharmaceuticals, Inc., a Delaware corporation (the "Company" and, together with Executive, the "Parties" ) and, unless revoked in accordance with Section 5, shall become effective as of the eighth day after the day on which Executive signs this Agreement (the " Effective Date"),

Encana Corp – FIRST SUPPLEMENTAL INDENTURE (March 1st, 2019)

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “Corporation”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

Select Energy Services, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

This Employment Agreement (“Agreement”) is made and entered into by and between Select Energy Services, LLC, a Delaware limited liability company (the “Company”), and Adam Law (“Employee”) effective as of March 1, 2019 (the “Effective Date”).

Callaway Golf Co – Callaway Golf Company Recipient: Performance Unit Grant Effective Grant Date: Number of Units Plan: Amended and Restated 2004 Incentive Plan (March 1st, 2019)

CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company"), has elected to grant to you, Recipient named above, a performance share unit award subject to the restrictions and on the terms and conditions set forth below, in consideration for your services to the Company. Terms not otherwise defined in this Performance Unit Grant Agreement (“Agreement”) will have the meanings ascribed to them in the Plan identified above (the “Plan”).

Digerati Technologies, Inc. – SECURITIES PURCHASE AGREEMENT (March 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 16, 2019, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, TX 78209 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).

Lkq Corp – RESTRICTED STOCK UNIT AGREEMENT (March 1st, 2019)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the [[DAY]] day of [[MONTH]] 2018 (the “Grant Date”) by and between LKQ Corporation, a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Key Person”).

Altus Midstream Co – ALTUS MIDSTREAM COMPANY (March 1st, 2019)
Tribune Media Co – Contract (March 1st, 2019)

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 3, 2018, between Tribune Media Company, a Delaware corporation (the “Company”), and Lawrence Wert (“Executive”).

Alarm.com Holdings, Inc. – SIXTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (March 1st, 2019)

THIS SIXTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made this 10th day of October, 2018 (the “Effective Date”), by and between TMG TMC 3, L.L.C., a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

Sangamo Therapeutics, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 1st, 2019)

Employment Agreement (“Agreement”) made as of the 18th day of November, 2018 by and between Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), and Adrian Woolfson (“Executive”) (collectively, the “Parties”).

Encana Corp – FIRST SUPPLEMENTAL INDENTURE (March 1st, 2019)

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “Corporation”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Guarantor”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).

Aerohive Networks, Inc – THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 1st, 2019)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 11 day of December, 2017, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AEROHIVE NETWORKS, INC., a Delaware corporation (“Borrower”).

Resolute Forest Products Inc. – RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN STOCK SETTLED PERFORMANCE STOCK UNIT AGREEMENT (March 1st, 2019)

THIS PERFORMANCE STOCK UNIT AGREEMENT, dated as of [November __], 20__, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

CatchMark Timber Trust, Inc. – SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 1st, 2019)

This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 5, 2018, by and among CATCHMARK HBU, LLC, a Delaware limited liability company (“HBU”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership (“Southern Timberlands”), CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“TRS”), and CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership (“Texas Timberlands”, and collectively with HBU, TRS and Southern Timberlands, “Seller”), and FOREST INVESTMENT ASSOCIATES L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).

Encana Corp – THIRD SUPPLEMENTAL INDENTURE (March 1st, 2019)

THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “Corporation”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Guarantor”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).

Select Energy Services, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

This Employment Agreement (“Agreement”) is made and entered into by and between Select Energy Services, LLC, a Delaware limited liability company (the “Company”), and Nick Swyka (“Employee”) effective as of March 1, 2019 (the “Effective Date”).