New Jersey Sample Contracts

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.

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

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2019, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, Texas 78209 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 900 Monroe Street, Suite 908, Hoboken, New Jersey 07030 (the “Buyer”).

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

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2019, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, Texas 78209 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 900 Monroe Street, Suite 908, Hoboken, New Jersey 07030 (the “Buyer”).

Valley National Bancorp – CHANGE-IN-CONTROL AGREEMENT FOR EXECUTIVE VICE PRESIDENT (February 28th, 2019)

THIS CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), is made as of January 16, 2019, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its executive office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and (the “Executive”).

Wsfs Financial Corp – WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 Forward- Looking Statements This press release contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward- looking statements include, without limitation, statements relating to the impact WSFS expects its proposed acquisition of Beneficial to have on the combined entity’s operations, financial condition, and financial results, and WSFS’s expectations about its ability to successfully integrate the combined (February 27th, 2019)
Medifirst Solutions, Inc. – SECURITIES PURCHASE AGREEMENT (February 27th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as February 20, 2019, by and between MediFirst Solutions, Inc. , a Nevada corporation, with headquarters located at 4400 Route 9 South, Suite 1000, Freehold, New Jersey (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Broad Street, Suite 1201, New York, NY 10004 (the “Buyer”).

BOISE CASCADE Co – Contract-Holder: Boise Cascade Company for the exclusive benefit of participants and beneficiaries of the Plan Plan: Boise Cascade Company Pension Plan Contract Number: GA-48088 Jurisdiction: Idaho Effective Date: April 25, 2018 Initial Premium Amount: $151,800,000.00 (February 26th, 2019)

This Group Annuity Contract (the “Contract”) includes the attached Tables, Cash and Transferred Assets Schedule, Premium Schedule, and the Annuity Exhibit, which may be amended or supplemented as described herein.

BOISE CASCADE Co – Contract-Holder: Boise Cascade Company for the exclusive benefit of participants and beneficiaries of the Plan Plan: Boise Cascade Company Pension Plan Contract Number: GA-48095 Jurisdiction: Idaho Effective Date: August 10, 2018 Initial Premium Amount: $124,791,550.00 (February 26th, 2019)

This Group Annuity Contract (the “Contract”) includes the attached Tables, Cash and Transferred Assets Schedule, Premium Schedule, and the Annuity Exhibit, which may be amended or supplemented as described herein.

Immunomedics Inc – MANUFACTURING SERVICE AGREEMENT (February 25th, 2019)

This Manufacturing Services Agreement (“Agreement”) is made and entered into as of December 3, 2018 (the “Effective Date”) by and between Johnson Matthey Pharmaceutical Materials, Inc. d/b/a Johnson Matthey Pharma Services, a Delaware corporation having a place of business at 25 Patton Road, Devens, MA 08066 (“JMPS”), and Immunomedics, Inc., a Delaware corporation, having a place of business at 300 The American Road, Morris Plains, New Jersey 07950 (“Client”). JMPS and Client may be referred to herein individually as a “Party” and collectively as the “Parties”.

Hoth Therapeutics, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 20th, 2019)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of February 2019 (the “Effective Date”), by and between Hoth Therapeutics, Inc., a Nevada corporation with offices at 1 Rockefeller Plaza, Suite 1039, New York, NY 10020 (the “Corporation”), and Robb Knie, an individual residing at 6 Horizon Road, Fort Lee, New Jersey 07024 (the “Executive”), under the following circumstances:

Arista Financial Corp. – SECURITIES PURCHASE AGREEMENT (February 14th, 2019)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2019, is entered into by and between ARISTA FINANCIAL CORP., a Nevada corporation (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company (the “Purchaser”).

PBF Logistics LP – Press release: Maersk and PBF Logistics LP announce agreement for production and storage of 0.5% sulphur fuel on the U.S. East Coast (February 14th, 2019)

PBF Logistics terminal facility in New Jersey to deliver approx. 10% of A.P. Moller - Maersk’s annual fuel demand as Maersk continues preparations for the International Maritime Organization’s (IMO) 2020 global sulphur regulation.

Bryn Mawr Bank Corp – DIFFERENTIATED NON-INTEREST REVENUE PLATFORM WEALTH MANAGEMENT STRATEGY BMT’s wealth management offering sets it apart from both larger and smaller competitors. Through a personalized and rigorous advice-driven approach, we meet clients’ financial needs across the spectrum of personal and business solutions. This “One BMT” strategy allows us to offer a highly sophisticated suite of products and services that the typical independent advisor can’t offer, with a client experience unmatched by larger institutions. GROWING ASSETS UNDER MANAGEMENT WEALTH AND INSURANCE REVENUE ($ billions) ($ million (February 13th, 2019)
Alexanders Inc – SECOND AMENDED AND RESTATED PROMISSORY NOTE (February 11th, 2019)

This Note is intended to amend and restate in its entirety that certain Consolidated, Amended and Restated Promissory Note, dated as of November 30, 2011 by Maker in favor of Lender (the “Existing Note”) which Existing Note is now held by Lender.

Alexanders Inc – INDEMNITY AGREEMENT (February 11th, 2019)

THIS AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of the 12th day of December, 2018, by REGO II BORROWER LLC, a Delaware limited liability company having an office c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Borrower”) and ALEXANDER’S INC., a Delaware corporation having an office at 210 Route 4 East, Paramus, New Jersey 07652 (“Guarantor”, and together with Borrower, collectively, “Indemnitor”), in favor of BANK OF CHINA, NEW YORK BRANCH having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (“Lender” or “Indemnitee”) and the other Indemnified Parties (as defined below).

Alexanders Inc – AMENDED AND RESTATED GUARANTY OF RECOURSE CARVEOUTS (February 11th, 2019)

This AMENDED AND RESTATED GUARANTY OF RECOURSE CARVEOUTS (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is executed as of December 12, 2018 by ALEXANDER’S, INC., a Delaware corporation, having an address at 210 Route 4 East, Paramus, New Jersey 07652(“Guarantor”), for the benefit of BANK OF CHINA, NEW YORK BRANCH, having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (together with its successors and assigns, “Lender”).

Exelon Generation Co Llc – Exelon Corporation Year End Review 2018 THIS YEAR GAAP Earnings $2.07 per share 2018 Total Shareholder Return of ~18% percent Increased annual dividend 5% to $1.45 for 2019 Adjusted earnings Outperformed the utility sector index three of $3.12 per share* consecutive years 2 0 1 8 H IGH LIGH T S & P E R F ORMA NCE Exelon Utilities Exelon Generation Grid Investment 159 TWhs $5.5 billion Owned and operated 2018 production to replace aging infrastructure and was best on record improve reliability to the benefit of customers in 2018 94.6% 2018 nuclear capacity factor All four utilities have top quar (February 8th, 2019)
Arrowhead Pharmaceuticals, Inc. – STOCK PURCHASE AGREEMENT (February 7th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 3, 2018, (the “Effective Date”) by and between Johnson & Johnson Innovation-JJDC, Inc. (the “Investor”), a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901, and Arrowhead Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 225 S. Lake Avenue, Suite 1050, Pasadena, California 91101.

Arrowhead Pharmaceuticals, Inc. – REGISTRATION RIGHTS AGREEMENT (February 7th, 2019)

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of October 3, 2018, between the Company and the Purchaser (the “Purchase Agreement”).

Amedisys Inc – Joinder Agreement (February 4th, 2019)

THIS JOINDER AGREEMENT (this “Agreement”), dated as of February 4, 2019, is by and among Compassionate Care Hospice of San Diego, LLC, a California limited liability company (“CCH of San Diego”), Peaceful Days Hospice, Inc., a California corporation (“Peaceful Days”), Pathways to Compassion of California, LLC, a California limited liability company (“Pathways of California”), Compassionate Care Hospice West, LLC, a California limited liability company (“CCH West”), Compassionate Care Hospice of Delaware, L.L.C., a Delaware limited liability company (“CCH of Delaware”), Compassionate Care Hospice of the Delmar Peninsula, LLC, a Delaware limited liability company (“CCH of Delmar Peninsula”), Compassionate Care Hospice Group, Inc., a Florida corporation (“CCH Group”), Compassionate Care Hospice of Central Florida, Inc., a Florida corporation (“CCH of Central Florida”), Compassionate Care Hospice of Miami Dade and the Florida Keys, Inc., a Florida corporation (“CCH of Miami Dade and the Fl

Watford Holdings Ltd. – AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (January 29th, 2019)

This Amended and Restated Investment Management Agreement (this “Agreement”), dated as of October 15, 2018 and effective as of January 1, 2018, is entered into by and among Watford Specialty Insurance Company, a New Jersey domiciled insurance company (the “Company”), HPS Investment Partners, LLC, a Delaware limited liability company (f/k/a Highbridge Principal Strategies, LLC) (the “Investment Manager”) and, solely for the limited purposes set forth in Sections 3(a), 5(b), 14(b)(iii), 19 and 25, Arch Underwriters Inc., a Delaware corporation (“AUI”).

Watford Holdings Ltd. – GUARANTEE AGREEMENT (January 29th, 2019)

This GUARANTEE AGREEMENT (this “Agreement”), dated as of January 1, 2017, is entered into by and among Watford Specialty Insurance Company, a New Jersey domiciled excess and surplus lines insurance company (“WSIC”) and Arch Capital Group (U.S.) Inc., a Delaware holding company (“Arch”) indirectly wholly-owned by Arch Capital Group Ltd.

Watford Holdings Ltd. – AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (January 29th, 2019)

This Amended and Restated Investment Management Agreement (this “Agreement”), dated as of October 15, 2018 and effective as of January 1, 2018, is entered into by and among Watford Insurance Company, a New Jersey domiciled insurance company (the “Company”), HPS Investment Partners, LLC, a Delaware limited liability company (F/K/A Highbridge Principal Strategies, LLC) (the “Investment Manager”) and, solely for the limited purposes set forth in Sections 3(a), 5(b), 14(b)(iii), 19 and 25, Arch Underwriters Inc., a Delaware corporation (“AUI”).

Watford Holdings Ltd. – GUARANTEE AGREEMENT (January 29th, 2019)

This GUARANTEE AGREEMENT (this “Agreement”), dated as of January 1, 2017, is entered into by and among Watford Insurance Company, a New Jersey domiciled insurance company (“WIC”) and Arch Capital Group (U.S.) Inc., a Delaware holding company (“Arch”) indirectly wholly-owned by Arch Capital Group Ltd.

Mphase Technologies Inc – Reserve Agreement (January 14th, 2019)

This Agreement effective January 11, 2019 by and between mPhase Technologies, Inc., a New Jersey Corporation (the “ Company’’) and Anshu Bhatnagar (the “Employee”).

Mphase Technologies Inc – Debt/Equity Conversion Agreement (January 14th, 2019)

THIS AGREEMENT, dated as of January 9 2019, between mPhase Technologies, Inc. , a New Jersey corporation, having an address at 688 New Dorp Lane, Staten Island, New York 10306-4933 ( “Debtor”) and the following persons (each individually a “Lender” and collectively, the “Lenders”) having the following addresses:

Sun Pacific Holding Corp. – FORBEARANCE AGREEMENT (January 14th, 2019)

This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of the 11thday of January 2019 (the “Effective Date”), by and between Sun Pacific Holding Corp., a Nevada corporation (the “Borrower”) and Nicholas Campanella, a resident of Manapalan, New Jersey (the “Lender”).

Mphase Technologies Inc – EMPLOYMENT AGREEMENT (January 14th, 2019)

This Employment Agreement (“Agreement”) dated January 11, 2019 with an effective date of January 11, 2019 (“Effective Date”). is by and between mPhase Technologies, Inc., a New Jersey corporation (the “Company”), and Anshu Bhatnagar (the “Executive”). The Company and the Executive are referred to each individually as a “Party” and collectively as the “Parties”.

Fuelcell Energy Inc – FIRST AMENDMENT TO LOAN AGREEMENT (January 10th, 2019)

This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of April 18, 2016 (the “Effective Date”), is made by and among FUELCELL ENERGY FINANCE, LLC, a Connecticut limited liability company having its principal office located at 3 Great Pasture Road, Danbury, Connecticut 06810 (hereinafter referred to as the “Parent”), RIVERSIDE FUELCELL, LLC, a Delaware limited liability company having its principal office located at 3 Great Pasture Road, Danbury, Connecticut 06810 (“Riverside Co-Borrower”), and NRG ENERGY, INC., a Delaware corporation having an office address located at 211 Carnegie Center, Princeton, New Jersey 08540, its permitted successors and/or assigns (hereinafter referred to as the “Lender”).  Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Article I of the Loan Agreement (as defined below).

Hammer Fiber Optics Holdings Corp – COMMON STOCK REPURCHASE AGREEMENT (January 9th, 2019)

THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of January 4, 2019 by and between Hammer Fiber Optic Holdings Corp., a Nevada corporation having an office address of 15 Corporate South, Suite #100, Piscataway, New Jersey 08854 (the “Company”), and Helen Stogdill (managing member of Pointwest Group LLC), an individual having an address of 3722 River Road, Point Pleasant, New Jersey 08742 (the “Stockholder”).

Hammer Fiber Optics Holdings Corp – COMMON STOCK REPURCHASE AGREEMENT (January 9th, 2019)

THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of January 4, 2019 by and between Hammer Fiber Optic Holdings Corp., a Nevada corporation having an office address of 15 Corporate South, Suite #100, Piscataway, New Jersey 08854 (the “Company”), and Mark Stogdill (managing member of Arradis Enterprises LLC), an individual having an address of 393 Lake Shore Drive, Brick, New Jersey 08723 (the “Stockholder”).

Foothills Exploration, Inc. – SECURITIES PURCHASE AGREEMENT (January 2nd, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2018, by and between FOOTHILLS EXPLORATION INC., a Delaware corporation, with headquarters located at 11111 Santa Monica Blvd., Suite 1712, Los Angeles, California 90025 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 900 Monroe Street, Suite 908, Hoboken, New Jersey 07030 (the “Buyer”).

Cerebain Biotech Corp. – SECURITIES PURCHASE AGREEMENT (December 26th, 2018)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 10, 2018, by and between CEREBAIN BIOTECH CORP., a Nevada corporation, with headquarters located at 600 Anton Blvd., Suite 1100, Costa Mesa, California 92626 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company (the “Buyer”).

New Jersey Resources Corp – Committed Line Of Credit Note (Multi-Rate Options) $100,000,000.00 December 18, 2018 (December 21st, 2018)

FOR VALUE RECEIVED, NEW JERSEY RESOURCES CORPORATION (the “Borrower”), with an address at 1415 Wyckoff Rd, Wall Township, NJ 07719, Attention: James Kent, Treasurer, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 500 First Avenue, Pittsburgh, PA 15219 Attn: Christine Kemerer, or at such other location as the Bank may designate from time to time, the principal sum of ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.

New Jersey Resources Corp – Re: 4-Month $100,000,000 Revolving Line of Credit Facility from PNC Bank, National Association to New Jersey Resources Corporation (December 21st, 2018)

We are pleased to inform you that PNC Bank, National Association (the “Bank”), has approved your request for a loan as described in Section 1 below (the “Loan”) to New Jersey Resources Corporation (the “Borrower”), subject to the terms and conditions and in reliance upon the representations and warranties of the Borrower set forth in this letter. We look forward to this opportunity to help you meet the financing needs of your business. All the details regarding your Loan are outlined in the following sections of this letter.