ex-10 Sample Contracts

Sustainable Projects Group Inc. – Shareholders’ Agreement (March 1st, 2019)

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made the 25th day of February, 2019 (the “Effective Date”) for the company Cormo USA., hereinafter the (“Company”).

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).

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.

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”).

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”).

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)
Tenet Healthcare Corp – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of February 27, 2019 (the “Effective Date”) and amends that certain Employment Agreement (the “Agreement”) dated as of March 24, 2018 between Ronald A. Rittenmeyer (the “Executive”) and Tenet Healthcare Corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Customers Bancorp, Inc. – CHANGE OF CONTROL AGREEMENT (March 1st, 2019)

THIS CHANGE OF CONTROL AGREEMENT (this "Agreement"), made as of August 14, 2017 is by and among CUSTOMERS BANK, a Pennsylvania bank ("Bank"), and Carla Leibold an individual ("Executive"). This Agreement and all terms and conditions contained herein shall become operative only upon the event of a Change of Control as defined in this Agreement.

Kosmos Energy Ltd. – PETROLEUM AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA AND SIGNET PETROLEUM LIMITED CRICKET INVESTMENTS (PTY) LTD NATIONAL PETROLEUM CORPORATION OF NAMIBIA FOR BLOCK 2914B On ….. June 2011 (March 1st, 2019)

WHEREAS all rights in relation to the exploration for, the production and disposal of, and the control over, Petroleum in or upon any Land in Namibia vest in the State;

Lkq Corp – M E M O R A N D U M (March 1st, 2019)

You have been selected to participate in the LKQ Corporation Management Incentive Plan (“MIP”) for purposes of your potential 2018 bonus. The potential bonus described in this letter is subject to all of the terms and conditions set forth in this memorandum and in the MIP (a copy of which is attached to this memorandum).

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

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), by and between CatchMark Timber Trust, Inc., a Maryland corporation (the “Company”), and Brian M. Davis (“Executive”), is entered into and effective as of December 31, 2018.

Circor International Inc – EXECUTIVE CHANGE OF CONTROL AGREEMENT (March 1st, 2019)

This EXECUTIVE CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the 10th of October 2018, between CIRCOR International, Inc., a Delaware corporation (the “Company”), and Lane Walker (“Executive”).

CatchMark Timber Trust, Inc. – F O R M O F P E R F O R M A N C E – B A S E D R E S T R I C T E D S T O C K A W A R D C E R T I F I C A T E (March 1st, 2019)

by CatchMark Timber Trust, Inc. (the “Company”) of shares of its Class A common stock, $0.01 par value (the “Shares”) pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “Plan”) and to the terms and conditions set forth in this award certificate (this “Certificate”).

On Deck Capital, Inc. – Third Amendment to Second Amended and Restated (March 1st, 2019)

This THIRD AMENDMENT TO SECOND Amended and Restated LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into between PACIFIC WESTERN BANK, a California state chartered bank (“Lender”), the borrower named above (“Borrower”) and the guarantors named above (jointly and severally, the “Guarantor”, and together with the Lender and the Borrower, the “Parties”).

Seachange International Inc – COOPERATION AGREEMENT (March 1st, 2019)

This Cooperation Agreement (this “Agreement”) is made and entered into as of February 28, 2019 by and among SeaChange International, Inc. (the “Company”) and Karen Singer and TAR Holdings LLC, on behalf of themselves and their Associates and Affiliates (as such terms are defined in Section 2 below) (collectively, “Singer”) (each of the Company and Singer, a “Party” to this Agreement, and collectively, the “Parties”).

Lyft, Inc. – SUBLEASE BETWEEN DROPBOX, INC. AND LYFT, INC. (March 1st, 2019)

THIS SUBLEASE (“Sublease”) is entered into as of February 23, 2016 (the “Effective Date”), by and between DROPBOX, INC., a Delaware corporation (“Sublandlord”) and LYFT, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:

Inter Parfums Inc – Nonqualified Stock Option Contract (March 1st, 2019)

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 31st day of December, 2018, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and ___________ (“Option Holder”).

Office Properties Income Trust – OFFICE PROPERTIES INCOME TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT (March 1st, 2019)

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).

Clearway Energy LLC – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 1st, 2019)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), effective as of February 26, 2019 (the “Effective Date”), among Clearway Energy Operating LLC (formerly NRG Yield Operating LLC), a Delaware limited liability company (“Assignor”), and GIP III Zephyr Carlsbad Holdings, LLC, a Delaware limited liability company (“Assignee”).

Sterling Bancorp – STERLING BANCORP ID: 80-0091851 (March 1st, 2019)
NovaBay Pharmaceuticals, Inc. – SECURITY AGREEMENT (March 1st, 2019)

THIS SECURITY AGREEMENT (this “Agreement”) dated as of February 27, 2019, between NOVABAY PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and China Kington Asset Management Co. Ltd., in its capacity as Collateral Agent for the benefit of the Secured Party (together with its successors and assigns in such capacity, the “Collateral Agent”).

Lkq Corp – DATED 2 JANUARY 2019 (March 1st, 2019)
Blucora, Inc. – Blucora Executive Tax-Smart Deferral Plan (March 1st, 2019)
Fleetcor Technologies Inc – FIFTH AMENDMENT TO CREDIT AGREEMENT Dated as of December 19, 2018 among (March 1st, 2019)

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 19, 2018 (the “Fifth Amendment Effective Date”) is entered into among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), the Designated Borrowers party hereto (including FleetCor Luxembourg Holding2, a société à responsabilité limitée incorporated under the laws of the Grand-Duchy of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 121.980, Cambridge Mercantile Corp. (U.S.A.), a Delaware corporation (the “Additional Borrower”), the other Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender. Capitalized terms used but not otherwise defined he

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

STRATEGIC EDUCATION, INC. FORM OF RESTRICTED STOCK AGREEMENT (TIME BASED) GRANTED UNDER THE CAPELLA EDUCATION COMPANY 2014 EQUITY INCENTIVE PLAN

Marriott International Inc /Md/ – Approval of Amendment to the Marriott International, Inc. Stock and Cash Incentive Plan (March 1st, 2019)

WHEREAS, Marriott International, Inc. (the “Company”) maintains the Marriott International, Inc. Stock and Cash Incentive Plan, as amended (the “Plan”);

Carrizo Oil & Gas Inc – CHANGE IN CONTROL SEVERANCE PLAN (As Established Effective February 14, 2019) (March 1st, 2019)

The Board of Directors (the “Board”) of Carrizo Oil & Gas, Inc. (the “Company”) recognizes that, as is the case with many publicly held corporations, there exists the possibility of a change in control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of employees of the Company and its subsidiaries to the detriment of the Company and its stockholders.

Maxar Technologies Inc. – AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT PAGE OF PAGES (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.