en Sample Contracts

Blackstone Group L.P. – HIGHLY CONFIDENTIAL & TRADE SECRET BTOA III L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT DATED AS OF FEBRUARY 27, 2019 EFFECTIVE AS OF MAY 24, 2018 (March 1st, 2019)

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of BTOA III L.P., a Delaware limited partnership (the “Partnership”), dated as of February 27, 2019, and effective as of May 24, 2018, by and among BTO GP L.L.C., a Delaware limited liability company, as general partner of the Partnership (in its capacity as general partner of the Partnership (the “General Partner”)), and such other persons that are admitted to the Partnership as partners after the date hereof in accordance herewith.

Lightpath Technologies Inc – REVOLVING CREDIT NOTE (March 1st, 2019)

FOR VALUE RECEIVED and intending to be legally bound, the undersigned, LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), jointly and severally, promise to pay, in lawful money of the United States of America, to the order of BANKUNITED, N.A., a national banking association (“Lender”), at the address set forth in Section 2.5(a) of the Loan Agreement, the maximum aggregate principal sum of Two Million and No/100 Dollars ($2,000,000.00) or such lesser sum which represents the principal balance outstanding under the Revolving Credit Facility established pursuant to the provisions of that certain Loan Agreement dated of even date herewith, between Borrower and Lender (as it may be supplemented, restated, superseded, amended or replaced from time to time, “Loan Agreement”). The outstanding principal balance hereunder shall be payable in accordance with the terms of the Loan Agreement. The outstanding principal balance of this Note, plus all accrued but unpaid interest, shall

Lyft, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYFT, INC. (March 1st, 2019)

Lyft, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

Strategic Education, Inc. – Contract (March 1st, 2019)

STRATEGIC EDUCATION, INC. FORM OF RESTRICTED STOCK AGREEMENT (PERFORMANCE BASED) GRANTED UNDER THE 2018 EQUITY COMPENSATION PLAN

Lightpath Technologies Inc – SECURITY AGREEMENT (March 1st, 2019)

THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 26th day of February, 2019, by LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (“Debtor”), in favor of BANKUNITED, N.A., a national banking association (“Bank”), and is joined in by GELTECH, INC. , a Delaware corporation and ISP OPTICS CORPORATION, a New York corporation (collectively “Guarantor”).

Sterling Bancorp – STERLING BANCORP ID: 80-0091851 (March 1st, 2019)
Colony Capital, Inc. – 2014 OMNIBUS STOCK INCENTIVE PLAN (March 1st, 2019)

This Agreement evidences an award of shares of Stock in the number set forth on the online acceptance form accompanying this Agreement and subject to the vesting and other conditions set forth herein, in the Plan, and in the online acceptance form accompanying this Agreement (the “Restricted Stock”). The purchase price is deemed paid by your prior Service to the Company.

Delek Logistics Partners, LP – FIRST AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT (March 1st, 2019)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT (this “Amendment”), dated as of December 14, 2018, is made and entered into by and between DELEK REFINING, LTD., a Texas limited partnership (“Refining”) and DELEK MARKETING-BIG SANDY, LLC, a Texas limited liability company (“Big Sandy”, and together with Refining, collectively, the “Parties” and each individually a “Party”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement (as hereinafter defined).

Precision Biosciences Inc – LICENSE AGREEMENT (March 1st, 2019)

THIS AGREEMENT made and entered into this 17th day of April (“EFFECTIVE DATE”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27710, and Precision BioSciences, Inc., a Delaware corporation (“PRECISION”) with offices at 2211 Hillsborough Road, #4087, Durham, NC 27705.

Compass Minerals International Inc – Rules, Policies and Procedures for Equity Awards Granted to Employees January 1, 2019 (March 1st, 2019)

These Rules, Policies and Procedures for Equity Awards Granted to Employees (these “Rules”), effective January 1, 2019, together with a grant notice (as applicable, the “Grant Notice”), comprise each Participant’s agreement with Compass Minerals International, Inc., a Delaware corporation (the “Company”), regarding Awards awarded under the Compass Minerals International, Inc. 2015 Incentive Award Plan (as amended from time to time, the “Plan”).

Maxar Technologies Inc. – UNCLASSIFIED (March 1st, 2019)

☐ The above numbered solicitation is amended as set forth in Item 14.  The hour and date specified for receipt of Offers                                  ☐ is extended,        ☐ is not extended.

Maxar Technologies Inc. – Maxar Technologies Ltd. 2017 LTIP Unit Agreement - Form (Canadian Participants) (March 1st, 2019)

Maxar Technologies Ltd. (the “Company”) has granted the LTIP Units (“Unit”) set out in the table below to the person named below (the “Participant”), in accordance with and subject to this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (f/k/a the MacDonald, Dettwiler and Associates Ltd. Omnibus Equity Incentive Plan)  (the “Plan”).

Investar Holding Corp – Baton Rouge, La., March 1, 2019 (GLOBE NEWSWIRE) – Investar Holding Corporation (Nasdaq:ISTR) (“Investar”), the holding company of Investar Bank, today announced the completion of its acquisition of Mainland Bank (“Mainland”) in Texas City, Texas. A definitive agreement relating to the acquisition was previously announced in October 2018. (March 1st, 2019)

The acquisition became effective as of March 1, 2019. Pursuant to the terms of the definitive agreement, Mainland was merged with and into Investar Bank with Investar Bank as the surviving bank. Under the terms of the definitive agreement, all of the issued and outstanding shares of Mainland common stock were converted into aggregate merger consideration consisting of 763,849 shares of Investar common stock.

Midwest Energy Emissions Corp. – AMENDMENT NO. 3 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY (March 1st, 2019)

This AMENDMENT NO. 3 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY, dated as of February 25, 2019 (this “Amendment No. 3”), and effective as of December 15, 2018 (the “Effective Date”), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the “Borrower”), MES, Inc., a North Dakota corporation (“MES” or “Guarantor”), and AC Midwest Energy LLC, a Delaware limited liability company (the “Lender”). Each of Borrower, MES and the Lender may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

Digerati Technologies, Inc. – CONVERTIBLE PROMISSORY NOTE (March 1st, 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.

Tracon Pharmaceuticals, Inc. – TRACON PHARMACEUTICALS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 1st, 2019)

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective as of February 5, 2019 (the “Effective Date”), by and between TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Charles P. Theuer (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. From and following the Effective Date, this Agreement shall replace and supersede that certain Amended and Restated Employment Agreement between Executive and Company entered into as of February 27, 2017 (the “Prior Agreement”). Certain capitalized terms used in this Agreement are defined in Section 11.

Ormat Technologies, Inc. – FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR TIME-BASED RSUs (March 1st, 2019)

This agreement and the documents that accompany to it constitute the entire agreement between you and the Company with respect to the RSUs granted hereunder and supersede in their entirety all prior undertakings and agreements of the Company and yourself, both written and oral, with respect to the RSUs granted hereunder (including the shares underlying it).

Selective Insurance Group Inc – Selective Insurance Group Announces Notice of Redemption of 5.875% Senior Notes (March 1st, 2019)

Branchville, NJ – March 1, 2019 – Selective Insurance Group, Inc. (NASDAQ: SIGI) (“Selective”) today announced that it has given notice of its intent to redeem all of its outstanding 5.875% Senior Notes due 2043. The notes, which have an outstanding principal balance of $185 million, will be redeemed on March 26, 2019 at 100% of principal, plus accrued and unpaid interest thereon to, but excluding, the redemption date. U.S. Bank National Association, Global Corporate Trust, 10 West Market Street, Suite 830, Indianapolis, Indiana 46204, is acting as the paying agent for the notes.

Hunt J B Transport Services Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (March 1st, 2019)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 1, 2019, is among J.B. HUNT TRANSPORT, INC., a Georgia corporation (the “Borrower”), J.B. HUNT TRANSPORT SERVICES, INC., an Arkansas corporation (the “Parent”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.

Kforce Inc – KFORCE ENTERS INTO AGREEMENT TO SELL ITS FEDERAL GOVERNMENT SOLUTIONS BUSINESS (March 1st, 2019)

TAMPA, FL, March 1, 2019 – Kforce Inc. (Nasdaq: KFRC), a provider of professional staffing services and solutions, entered into a Stock Purchase Agreement with ManTech International Corporation (ManTech), dated February 28, 2019, to sell Kforce Government Solutions, Inc. (KGS), our federal government solutions business, for an aggregate cash purchase price of $115.0 million. The transaction is expected to close by March 31, 2019, and is subject to customary closing conditions and the receipt of necessary regulatory approvals. The operating results of our federal government solutions business is expected to be reported as a discontinued operation in the quarter that this transaction closes. While this transaction does not include TraumaFX®, our federal government product business, we are exploring strategic alternatives for that business.

Ltc Properties Inc – LTC Properties, Inc. Shares of Common Stock ($0.01 par value per share) Equity Distribution Agreement (March 1st, 2019)
DryShips Inc. – Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. MEMORANDUM OF AGREEMENT Code-name SALEFORM 2012 Contract No: NX20180002 Revised 1966, 1983 and 1986/87, 1993 and 2012 (March 1st, 2019)

Tethys Owning Company Limited of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (Name of sellers), hereinafter called the “Sellers·, have agreed to sell , and

Torchmark Corp – POWER OF ATTORNEY (March 1st, 2019)

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The und

HG Holdings, Inc. – INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (March 1st, 2019)

THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this “Subordination Agreement”), is dated February 25, 2019, and made between HG HOLDINGS, INC f/k/a Stanley Furniture Company, Inc., a Delaware corporation (“Junior Creditor”), having an address of 2115 E 7th Street, Suite 101, Charlotte, North Carolina 28204, and ALTERNA CAPITAL SOLUTIONS, LLC, a Florida limited liability company (“ACS”) having an office at 222 W. Comstock, Winter Park, Florida 32789.

Blucora, Inc. – BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT NOTICE (March 1st, 2019)

You are hereby granted by the Company a Stock Option (the “Option”) to purchase shares of the Company’s Common Stock (“Shares”) pursuant to the Blucora, Inc. 2018 Long-Term Incentive Plan (the “Incentive Plan”).

Acadia Healthcare Company, Inc. – ELEVENTH AMENDMENT (March 1st, 2019)

THIS ELEVENTH AMENDMENT (this “Amendment”) dated as of February 6, 2019 to the Credit Agreement referenced below is by and among ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

ASGN Inc – SECOND AMENDED AND RESTATED ASGN INCORPORATED 2012 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE (March 1st, 2019)

The purpose of this Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of ASGN Incorporated (the “Company”) by linking the individual interests of Eligible Individuals to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility to the Company in its ability to attract, and retain the services of Eligible Individuals upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Only Eligible Individuals may receive Awards under the Plan. The Plan amends and restates in its entirety, as of April 26, 2018, the Company’s 2012 Employment Inducement Incentive Award Plan, as previously amended from time to time (the “Original Plan”).

DryShips Inc. – SHARE PURCHASE AGREEMENT (March 1st, 2019)

This Share Purchase Agreement (“Agreement”), dated as of 19th day of November 2018, is made by and between OIL TANKERS INVESTMENTS INC. of Marshall Islands (the “Buyer”) and LILAC SHIPMANAGEMENT S.A, a corporation organized under the laws of the Republic of the Marshall Islands (the “Seller”).

Blucora, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

This Employment Agreement (this “Agreement”) is made and entered into effective as of December 24, 2018, by and between Todd C. Mackay (the “Executive”) and Blucora, Inc. (the “Company”).

Atlantic Power Corp – Ron Bialobrzeski — Atlantic Power Corporation — Director, Finance Page 2: Cautionary Note Regarding Forward-Looking Statements (March 1st, 2019)

Financial figures that are presented in this document and the presentation are stated in U.S. dollars and are approximate unless otherwise noted.

Western Midstream Operating, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN MIDSTREAM OPERATING GP, LLC A Delaware Limited Liability Company Dated as of February 28, 2019 (March 1st, 2019)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Western Midstream Operating GP, LLC (the “Company”), dated as of February 28, 2019, is adopted, executed and agreed to by Western Midstream Partners, LP, a Delaware limited partnership (“WES”), as the sole Member of the Company.

ANGI Homeservices Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between William B. Ridenour (“Executive”) and ANGI Homeservices, Inc., a Delaware corporation (the “Company”), and is effective as of November 8, 2018 (the “Effective Date”).

Centerpoint Energy Inc – Dear Bill: (March 1st, 2019)

This Separation Agreement and Release is made and entered into by and between yourself and CenterPoint Energy Service Company, LLC including its associated companies and parent company and their partners, partnerships, officers, directors, managers, employees, shareholders, agents, attorneys, representatives, and assigns (hereafter referred to collectively as the “Company”). Both the Company and you are entering into this Agreement as a way of amicably concluding the employment relationship following your last day of employment with the Company on March 8, 2019 (“Separation Date”) and resolving any dispute or potential dispute or claim that you have or might have with the Company. This Agreement is not and should not be construed as an allegation or admission on the part of the Company that it has acted unlawfully or violated any state or federal law or regulation. The Company, its officers, directors, employees, shareholders, managers, agents, attorneys, representatives and assigns sp

Tegna Inc – TEGNA INC. EXECUTIVE SEVERANCE PLAN (March 1st, 2019)
Hhgregg, Inc. – UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF INDIANA In re Gregg Appliances, Inc. Case No. 17-01303-11 Debtors MONTHLY OPERATING REPORT Gregg Appliances, Inc. INDEX TO CONDENSED FINANCIAL STATEMENTS AND SCHEDULES CONDENSED FINANCIAL STATEMENTS Page Condensed Statement of Income 2 Condensed Balance Sheet 3 Condensed Statement of Cash Flows 4 SCHEDULES Schedule 1 - Total Disbursements 5 Schedule 2 - Bank Reconciliations 6 Schedule 3 - Total Disbursements to Retained Professionals 7 Schedule 4 - Summary of Unpaid Post- Petition Debts 8 Schedule 5 - Schedule of Federal, State, and Lo (March 1st, 2019)