New Jersey Sample Contracts

Dividend Capital Diversified Property Fund Inc. – CREDIT AGREEMENT Dated as of January 11, 2019 by and Among BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP LP, a Delaware Limited Partnership, (January 16th, 2019)

THIS CREDIT AGREEMENT (this Agreement) dated as of January 11, 2019 by and among BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP LP, a limited partnership formed under the laws of the State of Delaware (the Borrower), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (the Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), with WELLS FARGO SECURITIES, LLC and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers and Bookrunners (in such capacities, the Arranger), REGIONS BANK, as Syndication Agent (the Syndication Agent) and CAPITAL ONE, NATIONAL ASSOCIATION, as Documentation Agent (the Documentation Agent).

Dividend Capital Diversified Property Fund Inc. – SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT Dated as of January 11, 2019 Among BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP LP, a Delaware Limited Partnership, as the Borrower And (January 16th, 2019)

This SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT is entered into as of January 11, 2019, among BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the other Swing Line Lenders and L/C Issuers from time to time party hereto.

Mphase Technologies – Transition Agreement (January 14th, 2019)

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

Mphase Technologies – 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 – Contract (January 14th, 2019)
Mphase Technologies – Contract (January 14th, 2019)
Kalahari Greentech Inc. – Contract (January 14th, 2019)
Mphase Technologies – Contract (January 14th, 2019)
Mphase Technologies – Contract (January 14th, 2019)
Nomura Holdings Inc ADR – NOMURA HOLDINGS, INC. As the Company and CITIBANK, N.A. As the Trustee SENIOR DEBT INDENTURE Dated as of [ ] (January 11th, 2019)
$400,000,000 4.07% Senior Notes, Series A, Due March 13, 2026 (January 11th, 2019)

Paychex of New York LLC, a Delaware limited liability company (the "Company"), and Paychex, Inc., a Delaware corporation (the "Parent" and collectively with the Company, the "Obligors"), jointly and severally, agree with each of the Purchasers as follows:

4.07% Senior Notes, Series A, Due March 13, 2026 (January 11th, 2019)

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to the Note Purchase and Guarantee Agreement, dated as of January 9, 2019 (as from time to time amended, the "Note Purchase and Guarantee Agreement"), among the Company, Paychex, Inc., a Delaware corporation (the "Parent"), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase and Guarantee Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

Destination Maternity – Contract (January 10th, 2019)
Contract (January 10th, 2019)
Contract (January 10th, 2019)
Cancer Genetics, Inc – Contract (January 10th, 2019)
Tanaris Power Holdings Inc. – 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").

Tanaris Power Holdings Inc. – 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").

Quantum Computing Inc. – Quantum Computing Inc. (January 9th, 2019)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 23rd day of July 2018 (the "Effective Date"), between Richard E. Malinowski ("Executive") and Quantum Computing Inc. (the "Company"), a Delaware corporation.

Asta Funding, Inc. – ASTA FUNDING, INC. Indemnification Agreement (January 9th, 2019)

This Indemnification Agreement (this "Agreement") is made as of January 7, 2019, by and between Asta Funding, Inc., a Delaware corporation (the "Company"), and Michael Monteleone ("Indemnitee").

Akorn, Inc. – Form of Nonqualified Stock Option INDUCEMENT AWARD Agreement (January 8th, 2019)

This Nonqualified Stock Option Inducement Award Agreement ("Award Agreement") is made and effective as of January 8, 2019 ("Date of Grant") between Akorn, Inc. (the "Company") and Douglas S. Boothe (the "Participant") pursuant and subject to the terms and conditions set forth below.

Cambrex Corporation – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2019 Among CAMBREX CORPORATION the SUBSIDIARY BORROWERS Party Hereto the SUBSIDIARY GUARANTORS Party Hereto the LENDERS Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent CITIZENS BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, CITIBANK N.A. And KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents WELLS FARGO SECURITIES, LLC and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners (January 8th, 2019)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 2, 2019, among CAMBREX CORPORATION, the SUBSIDIARY BORROWERS party hereto, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

Akorn, Inc. – Form of Performance Stock Unit Inducement Award Agreement (January 8th, 2019)

This Performance Stock Unit Inducement Award Agreement (this "Award Agreement") is made and effective as of January 8, 2019 (the "Date of Grant") between Akorn, Inc. (the "Company") and Douglas S. Boothe (the "Participant"), pursuant and subject to the terms and conditions set forth below.

Akorn, Inc. – Form of Restricted Stock Unit Inducement Award Agreement (January 8th, 2019)

This Restricted Stock Unit Inducement Award Agreement (this "Award Agreement") is made and effective as of January 8, 2019 (the "Date of Grant") between Akorn, Inc. (the "Company") and Douglas S. Boothe (the "Participant"), pursuant and subject to the terms and conditions set forth below.

Employment Agreement (January 7th, 2019)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of January 1, 2019 by and between Cyclacel Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, and Paul McBarron (the "Executive").

Contract (January 7th, 2019)
Employment Agreement (January 7th, 2019)

THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of January 1, 2019 by and between Cyclacel Pharmaceuticals, Inc., a Delaware corporation, ("Company") and Spiro Rombotis ("the Executive").

Morgan Stanley Smith Barney Spectrum Currency & Commodity L.P. – Management Agreement (January 7th, 2019)
Contract (January 4th, 2019)
Avalon GloboCare Corp. 4400 Route 9 South, Suite 3100 Freehold, New Jersey 07728 January 3, 2019 (January 4th, 2019)

Reference is hereby made to that certain Executive Retention Agreement entered between Avalon GloboCare Corp. (the "Company") and yourself dated February 21, 2017 (the "Agreement"). In acknowledgment of your services to date and in order to properly compensate you for your services going forward, we hereby agree to the amendment and restatement of Section 2.1.1 of the Agreement:

CELGENE CORPORATION Executive Severance Plan (Effective December 17, 2018) (January 4th, 2019)
Avalon (Shanghai) Healthcare Technology Co. Ltd. 4400 Route 9 South, Suite 3100 Freehold, New Jersey 07728 January 3, 2019 (January 4th, 2019)

Reference is hereby made to that certain Executive Employment Agreement entered between Avalon (Shanghai) Healthcare Technology Co. Ltd. (the "Company") and yourself dated January 11, 2017 (the "Agreement"). In acknowledgment of your services to date and in order to properly compensate you for your services going forward, we hereby agree as follows:

Contract (January 4th, 2019)
Mphase Technologies – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION mPHASE TECHNOLOGIES, INC (January 4th, 2019)

Pursuant to Section 14A: 7-2 of Title 14A, Corporations General of the New Jersey Statutes, the undersigned does hereby amend the Certificate of Incorporation of mPhase Technologies, Inc. (the "Corporation") as follows:

Project Magnum $33,500,000,000 Senior Unsecured 364-Day Bridge Facility Commitment Letter (January 4th, 2019)

You ("you" or the "Borrower") have advised Morgan Stanley Senior Funding, Inc. ("MSSF") and MUFG Bank, Ltd. ("MUFG", and together with MSSF and other financial institutions joined hereto pursuant to a Joinder Agreement (as defined below), the "Commitment Parties", "we", "our" or "us") that you intend to acquire (the "Acquisition") all of the outstanding shares of common stock (other than Excluded Shares (as defined in the Acquisition Agreement, as defined below)) of a company previously identified to us and codenamed "Champagne" (the "Target", and together with its subsidiaries, the "Acquired Business") pursuant to an agreement and plan of merger to be dated as of the date hereof (including the exhibits and schedules thereto, collectively, the "Acquisition Agreement") by and between you, Target and Burgundy Merger Sub Inc., a Delaware corporation ("Merger Sub"), a direct, wholly owned subsidiary of the Borrower, and in connection therewith, to repay ce