New Jersey Sample Contracts

Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Opera Limited/ADR – Emmet, Marvin & Martin, LLP (July 13th, 2018)

We refer to the registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the legal entity created by the agreement (the "Deposit Agreement") for issuance of American Depositary Shares ("ADSs"), which may be evidenced by American Depositary Receipts ("ADRs"), representing ordinary shares of Opera Limited, for which you propose to act as Depositary.

Aurora Mobile Limited/ADR – Emmet, Marvin & Martin, LLP (July 13th, 2018)

We refer to the registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the legal entity created by the agreement (the "Deposit Agreement") for issuance of American Depositary Shares ("ADSs"), which may be evidenced by American Depositary Receipts ("ADRs"), representing Class A common shares of Aurora Mobile Limited, for which you propose to act as Depositary.

Benchmark 2018-B4 Mortgage Trust – AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 19, 2018 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A1-A Holder, Initial Note A1-B Holder, Initial Note A1-C Holder, Initial Note A1-D Holder, Initial Note A1-E Holder and Initial Note A1-F Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A2 Holder) and IGIS US PRIVATE PLACEMENT REAL ESTATE INVESTMENT TRUST NO. 169, a KOREAN COMPANY (Initial Note B Holder) (July 13th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of March 19, 2018 by and between CITI REAL ESTATE FUNDING INC. ("CREFI" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A1-A, the "Initial Note A1-A Holder"), and in its capacity as the initial agent, the "Initial Agent"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-B, the "Initial Note A1-B Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-C, the "Initial Note A1-C Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-D, the "Initial Note A1-D Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-E, the "Initial Note A1-E Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note

Third Amendment to Credit Agreement (July 13th, 2018)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of this 11th day of July, 2018 by and between LINCOLN EDUCATIONAL SERVICES CORPORATION, a New Jersey corporation; LINCOLN TECHNICAL INSTITUTE, INC.; a New Jersey corporation; NASHVILLE ACQUISITION, L.L.C., a Delaware limited liability company; NEW ENGLAND ACQUISITION, LLC, a Delaware limited liability company; EUPHORIA ACQUISITION, LLC, a Delaware limited liability company; NEW ENGLAND INSTITUTE OF TECHNOLOGY AT PALM BEACH, INC. ("NEIT"), a Florida corporation; LCT ACQUISITION, LLC, a Delaware limited liability company; NN ACQUISITION, LLC, a Delaware limited liability company and LTI HOLDINGS, LLC, a Colorado limited liability company (individually and collectively, jointly and severally, the "Borrower"), and STERLING NATIONAL BANK (the "Bank").

Urovant Sciences Ltd. – China Ip Purchase Agreement (July 13th, 2018)

This CHINA IP PURCHASE AGREEMENT (this Agreement) is made and entered into this 12th day of June, 2017 (Effective Date), by and between Urovant Sciences GmbH, a Switzerland limited liability company with an address of do Vischer AG, Aeschenvorstadt 4, CH-4010 Basel, Switzerland (Seller), and Roivant Sciences GmbH, a Switzerland limited liability company with an address of c/o Vischer AG, Aeschenvorstadt 4, CH-4010 Basel, Switzerland (Buyer). Each of the Seller and the Buyer are referred to in this Agreement as a party and together as the parties.

WPCS International – DropCar, Inc. CONSULTING AGREEMENT (July 13th, 2018)

This Consulting Agreement (the "Agreement") is made and entered into as of this 11th day of July 2018 (the "Effective Date"), by and between DropCar, Inc., a Delaware corporation (the "Company"), and Ascentaur, LLC, a New York limited liability company, with an address at 149 Schweitzer Lane, Bardonia, New York 10954 (the "Consultant").

Urovant Sciences Ltd. – Collaboration Agreement (July 13th, 2018)

THIS COLLABORATION AGREEMENT (this Agreement) is made and entered into this 1st of June, 2018 (the Effective Date), by and between Urovant Sciences GmbH (Urovant), a Switzerland limited liability company with an address of 8 Viaduktstrasse, 4051 Basel, Switzerland, and Roivant Sciences GmbH (Roivant), a Switzerland limited liability company with an address of 8 Viaduktstrasse, 4051 Basel, Switzerland. Urovant and Roivant are sometimes referred to herein individually as a Party and collectively as the Parties.

Mammoth Energy Services, Inc. – Third Amendment to Revolving Credit and Security Agreement (July 13th, 2018)

Revolving Credit and Security Agreement dated as of November 25, 2014 among MAMMOTH ENERGY SERVICES, INC., a corporation organized under the laws of the State of Delaware (formerly Mammoth Energy Services Inc.) ("Mammoth"), MAMMOTH ENERGY PARTNERS LLC, a limited liability company under the laws of the State of Delaware (formerly Mammoth Energy Partners LP, a limited partnership under the laws of the State of Delaware) ("Mammoth Partners"), REDBACK ENERGY SERVICES LLC, a limited liability company under the laws of the State of Delaware ("Redback Energy"), REDBACK COIL TUBING LLC, a limited liability company under the laws of the State of Delaware ("Redback Coil"), REDBACK PUMPDOWN SERVICES LLC, a limited liability company under the laws of the State of Delaware ("Redback Pumpdown"), MR. INSPECTIONS LLC, a limited liability company under the laws of the State of Delaware ("Mr. Inspections"), MUSKIE PROPPANT LLC, a limited liability company under the laws of the State of Delaware ("Muskie

Urovant Sciences Ltd. – License Agreement (July 13th, 2018)

THIS LICENSE AGREEMENT (this Agreement) is made and entered into this February 3, 2017 (the Effective Date), by and between Merck Sharp & Dohme Corp. a corporation organized and existing under the laws of the State of New Jersey (Merck), and Urovant Sciences GmbH (Urovant), a company organized and existing pursuant to the laws of Switzerland, [***]. Merck and Urovant are sometimes referred to herein individually as a Party and collectively as the Parties.

Smart Trust 388 – July 13, 2018 (July 13th, 2018)

The Bank of New York Mellon is acting as trustee for the Fund, consisting of the unit investment trusts (the "Trusts") included in the Registration Statement relating to the Fund. We enclosed a list of the securities to be deposited in the Trusts on the date hereof. The prices indicated therein reflect our evaluation of such securities as of close of business on July 12, 2018, in accordance with the valuation method set forth in the applicable Standard Terms and Conditions of Trust and Trust Agreements. We consent to the reference to The Bank of New York Mellon as the party performing the evaluations of the Trust securities in the Registration Statement (No. 333-224599) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units of the Trusts and to the filing of this consent as an exhibit thereto.

Smart Trust 387 – July 12, 2018 (July 12th, 2018)

The Bank of New York Mellon is acting as trustee for the Fund, consisting of the unit investment trusts (the "Trusts") included in the Registration Statement relating to the Fund. We enclosed a list of the securities to be deposited in the Trusts on the date hereof. The prices indicated therein reflect our evaluation of such securities as of close of business on July 11, 2018, in accordance with the valuation method set forth in the applicable Standard Terms and Conditions of Trust and Trust Agreements. We consent to the reference to The Bank of New York Mellon as the party performing the evaluations of the Trust securities in the Registration Statement (No. 333-224601) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units of the Trusts and to the filing of this consent as an exhibit thereto.

Center Bancorp, Inc. – Form of Voting Agreement (July 12th, 2018)

This Voting Agreement (this "Agreement") is dated as of July 11, 2018, by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company ("ConnectOne"), and the shareholder of Greater Hudson Bank, a New York state chartered commercial bank ("Greater Hudson"), executing this Agreement on the signature page hereto (the "Shareholder").

Vici Properties Inc. – PURCHASE AND SALE AGREEMENT by and Between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania Limited Liability Company as Seller and PHILADELPHIA PROPCO LLC, a Delaware Limited Liability Company as Buyer Harrahs Philadelphia (July 12th, 2018)
Center Bancorp, Inc. – Form of Voting Agreement (July 12th, 2018)

This Voting Agreement (this "Agreement") is dated as of July 11, 2018, by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company ("ConnectOne"), and the shareholder of Greater Hudson Bank, a New York state chartered commercial bank ("Greater Hudson"), executing this Agreement on the signature page hereto (the "Shareholder").

PURCHASE AND SALE AGREEMENT by and Between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania Limited Liability Company as Seller and PHILADELPHIA PROPCO LLC, a Delaware Limited Liability Company as Buyer Harrahs Philadelphia (July 12th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this Agreement) made as of July 11, 2018 (the Effective Date) by and between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania limited liability company, and CHESTER FACILITY HOLDING COMPANY, LLC, a Delaware limited liability company, each having an office at 777 Harrahs Boulevard, Chester, Pennsylvania 19013 (collectively, Seller), and PHILADELPHIA PROPCO LLC, a Delaware limited liability company (Buyer), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022. In addition, certain Affiliates of Buyer and Seller have executed this Agreement for purposes of acknowledging certain sections of this Agreement, as more particularly described on the signature pages hereto.

Center Bancorp, Inc. – Voting and Sell-Down Agreement (July 12th, 2018)

VOTING and SELL-DOWN AGREEMENT, dated as of July 11, 2018 (this "Agreement"), by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company (the "Company") and Mr. Kenneth J. Torsoe (the "Shareholder"), in his capacity as the Beneficial Owner (as defined below) of shares of common stock of Greater Hudson Bank, a New York chartered commercial bank ( "GHB"), as set forth on Schedule 1 to this Agreement.

Center Bancorp, Inc. – Registration Rights Agreement (July 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made and entered into as of this 11th day of July, 2018 (and effective as set forth in Section 4.11 of this Agreement), by and between ConnectOne Bancorp, Inc., a New Jersey corporation (the "Company"), and Kenneth J. Torsoe (the "Shareholder").

Center Bancorp, Inc. – Agreement and Plan of Merger (July 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July 11, 2018, is by and among ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company ("ConnectOne"), ConnectOne Bank, a New Jersey state chartered commercial bank and wholly-owned subsidiary of ConnectOne ("Bank"), and Greater Hudson Bank, a New York state chartered commercial bank ("Greater Hudson"). ConnectOne, the Bank and Greater Hudson are sometimes collectively referred to as the "Parties" or individually referred to as a "Party." Defined terms are described in Section 9.11 of this Agreement.

Morgan Stanley Capital I Trust 2018-H3 – Contract (July 12th, 2018)
Employment Agreement (July 12th, 2018)

This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 28th day of June, 2018, by and between Markel Corporation ("Markel" or the "Company"), and Robert C. Cox ("Executive").

Center Bancorp, Inc. – Registration Rights Agreement (July 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made and entered into as of this 11th day of July, 2018 (and effective as set forth in Section 4.11 of this Agreement), by and between ConnectOne Bancorp, Inc., a New Jersey corporation (the "Company"), and Kenneth J. Torsoe (the "Shareholder").

American Education Center, Inc. – Business Purchase Agreement (July 12th, 2018)

THIS BUSINESS PURCHASE AGREEMENT (hereinafter the "Agreement") is entered into effective as of the 10th day of July, 2018 (hereinafter the "Closing Date"), between:

Morgan Stanley Capital I Trust 2018-H3 – Contract (July 12th, 2018)
Center Bancorp, Inc. – Voting and Sell-Down Agreement (July 12th, 2018)

VOTING and SELL-DOWN AGREEMENT, dated as of July 11, 2018 (this "Agreement"), by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company (the "Company") and Mr. Kenneth J. Torsoe (the "Shareholder"), in his capacity as the Beneficial Owner (as defined below) of shares of common stock of Greater Hudson Bank, a New York chartered commercial bank ( "GHB"), as set forth on Schedule 1 to this Agreement.

Saexploration Holdings Inc. – Amendment No. 3 to First Amended and Restated Credit and Security Agreement (July 11th, 2018)

This AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this Amendment) dated as of July 5, 2018, is entered into among SAExploration, Inc., a Delaware corporation (the Borrower), the Guarantors party hereto, the Lenders party hereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (in such capacities, the Agent), and amends that certain First Amended and Restated Credit and Security Agreement dated as of September 22, 2017, entered into among the Borrower, the Guarantors party thereto, the Lenders party thereto and Agent, as amended by that certain Amendment No. 1 to First Amended and Restated Credit and Security Agreement date as of December 21, 2018 and further amended by that certain Amendment No. 2 to First Amended and Restated Credit and Security Agreement dated as of February 28, 2018 (as so amended, the Agreement). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascri

Griffin Land & Nurseries, Inc. – CONSTRUCTION LOAN AGREEMENT Dated March 29, 2018 by and Between STATE FARM LIFE INSURANCE COMPANY ("State Farm") and TRADEPORT DEVELOPMENT VI, LLC ("Borrower") (July 10th, 2018)

This CONSTRUCTION LOAN AGREEMENT is made and executed as of the 29th day of March, 2018, by and between STATE FARM LIFE INSURANCE COMPANY, an Illinois corporation ("State Farm"), and TRADEPORT DEVELOPMENT VI, LLC ("Borrower"), in respect of a loan in the maximum aggregate principal amount of up to Fourteen Million Two Hundred Eighty Seven Thousand Five Hundred and 00/100 Dollars ($14,287,500.00). For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Avalon GloboCare Corp. 4400 Route 9 South, Suite 3100 Freehold, New Jersey 07728 July 5, 2018 (July 10th, 2018)

We are pleased to offer you the role as a director of the Board of Directors (the "Board") of Avalon GloboCare Corp. (the "Company"). In addition, we expect to appoint you as Chairman of the Audit Committee (the "Committee") upon formation. This letter contains the terms of your appointment as a director of the Board of Directors of the Company and as Chairman of the Committee upon formation. This letter will be effective from the date of the signing of this letter.

Griffin Land & Nurseries, Inc. – PREPARED BY: Jeffrey P. Matrullo, Esq. RETURN To: (July 10th, 2018)
South Jersey Industries – Second Amendment to Term Loan Credit Agreement (July 10th, 2018)

This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "Amendment"), dated as of June 26, 2018, is by and among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the "Borrower"), the lenders signatory hereto (together constituting the Required Lenders) and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States of America, as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Industries, Inc., a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Required Holders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – Second Amendment to Note Purchase Agreement (July 10th, 2018)

This Second Amendment to Note Purchase Agreement (this "Second Amendment") dated as of July 3, 2018 is between South Jersey Industries, Inc., a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this Second Amendment (collectively, the "Required Holders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).