New Jersey Sample Contracts

Walt Disney Co – [Face of Security] (March 20th, 2019)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Walt Disney Co – The Walt Disney Company, as Issuer, Twdc Enterprises 18 Corp., as Guarantor Senior Debt Securities Indenture Dated as of March 20, 2019 Citibank, N.A., as Trustee (March 20th, 2019)

INDENTURE dated as of March 20, 2019, by and among The Walt Disney Company (formerly TWDC Holdco 613 Corp.), a Delaware corporation ("Company"), TWDC Enterprises 18 Corp. (formerly The Walt Disney Company), a Delaware corporation, as guarantor ("Initial Guarantor") and Citibank, N.A., as trustee ("Trustee").

Walt Disney Co – [Face of Security] (March 20th, 2019)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Nomination and Standstill Agreement (March 20th, 2019)

This Nomination and Standstill Agreement, dated March 15, 2019 (this "Agreement"), is by and among the persons and entities listed on Schedule A hereto (collectively, the "Ajdler Group" or the "Investors", and individually a "member" of the Ajdler Group) and PFSweb, Inc. (the "Company").

BMW Vehicle Lease Trust 2019-1 – Contract (March 20th, 2019)
BMW Vehicle Lease Trust 2019-1 – Contract (March 20th, 2019)
BMW Vehicle Lease Trust 2019-1 – Contract (March 20th, 2019)
BMW Vehicle Lease Trust 2019-1 – Contract (March 20th, 2019)
Walt Disney Co – Contract (March 20th, 2019)
Executive Employment Agreement (March 19th, 2019)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement) is entered into as of March 13, 2019, by and between Michael J. DeMarco, an individual residing at 100 Monroe Avenue, Spring Lake, New Jersey (the Executive), and Mack-Cali Realty Corporation, a Maryland corporation, with offices at Harborside 3, 210 Hudson Street, Suite 400, Jersey City, New Jersey 07311 (the Company).

Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. (March 19th, 2019)

THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACK-CALI REALTY, L.P. (the Seventh Amendment), dated as of March 13, 2019, to that certain Second Amended and Restated Agreement of Limited Partnership, dated as of December 11, 1997, as amended through the date hereof (collectively, the Agreement), of Mack-Cali Realty, L.P., a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Agreement.

ContraVir Pharmaceuticals, Inc. – Contract (March 19th, 2019)

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Mack-Cali Realty Corporation Class Ao Long-Term Incentive Plan Award Agreement (March 19th, 2019)

CLASS AO LONG-TERM INCENTIVE PLAN AWARD AGREEMENT made as of the date set forth on Schedule A hereto between Mack-Cali Realty Corporation, a Maryland corporation (the Company), the general partner of its subsidiary Mack-Cali Realty, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the Partnership), and the party listed on Schedule A (the Grantee).

First of Long Island Corporation (The) – Contract (March 19th, 2019)
Provention Bio, Inc. – Contract (March 19th, 2019)
Contract (March 19th, 2019)
Notwithstanding the Foregoing, Annual Fixed Rent as Set Forth in the Schedule Above and Additional Rent for Taxes and Operating Costs Shall Be Abated for the Months of January 2020 Through February 2021, Provided, However, Should There Be a Default of Tenant (i.e., After the Applicable Notice and/or Cure Period, if Any, as Provided in Section 8.1 of the Lease) at Any Time on or Before February 28, 2021, Then Such Abatement Shall Be Forfeited and Any Previously Abated Annual Fixed Rent and Additional Rent for Taxes and Operating Costs Shall Be Immediately Due and Payable. Base Taxes: The Taxes (March 18th, 2019)
Revolving Credit and Term Loan Agreement (March 18th, 2019)

THIS GUARANTY AND SECURITY AGREEMENT, dated as of September 30, 2015, is made by THE NEW JERSEY IMAGING NETWORK, L.L.C., a New Jersey limited liability company (the "Borrower"), and certain Subsidiaries of the Borrower identified on the signature pages hereto as "Guarantors" (together with the Borrower and any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, each, a "Grantor" and, collectively, the "Grantors"), in favor of SUNTRUST BANK, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") for the Secured Parties (as defined below).

B&G Foods Holdings Corp. – March 18, 2019 Re: Retirement Agreement and General Release Dear Bill: (March 18th, 2019)

Consistent with our discussions concerning the terms of your retirement, this letter constitutes an agreement between you and B&G Foods, Inc. (B&G Foods), on behalf of itself and its subsidiaries (collectively with B&G Foods, the Company), setting forth all terms of your retirement from the Company.

School Specialty, Inc. – Sixth Amendment to Loan Agreement (March 18th, 2019)
Majesco – March 12, 2019 Dear Mr. Miller, We Are Pleased to Offer You the Position of Chief Revenue Officer for Majesco. Your Start Date Will Be on or Before March 18, 2019. You Will Report to Mr. Adam Elster, CEO. (March 18th, 2019)
Resideo Technologies, Inc. – Contract (March 18th, 2019)
Contract (March 18th, 2019)
Sussex Bancorp – Contract (March 18th, 2019)
Contract (March 18th, 2019)
Contract (March 18th, 2019)
Stewardship Financial Corp – Change in Control Severance Agreement (March 15th, 2019)

THIS AGREEMENT, dated as of November 12, 2013, is by and between Atlantic Stewardship Bank ("the Bank") and Stewardship Financial Corporation ("the Corporation"), a New Jersey corporation (the Bank and the Corporation being referred to collectively as "the Company"), and Claire M. Chadwick (the "Executive").

Parke Bancorp – Management Change in Control Severance Agreement (March 15th, 2019)

THIS MANAGEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is made on and as of this 19 day of July, 2016 ("Effective Date"), by and between Parke Bancorp, Inc. ("Company"), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 601 Delsea Drive, Sewell, New Jersey 08080, Parke Bank ("Bank"), a banking corporation organized under the laws of the State of New Jersey, with its principal office at 601 Delsea Drive, Sewell, New Jersey 08080, and Ralph Gallo (the "Executive").

Stewardship Financial Corp – Change in Control Severance Agreement (March 15th, 2019)

THIS AGREEMENT, dated as of March 21, 2017, is by and between Atlantic Stewardship Bank ("the Bank") and Stewardship Financial Corporation ("the Corporation"), a New Jersey corporation (the Bank and the Corporation being referred to collectively as "the Company"), and Gail Tilstra (the "Executive").

Axsome Therapeutics, Inc. – Contract (March 15th, 2019)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Stewardship Financial Corp – Atlantic Stewardship Bank SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (March 15th, 2019)

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT ("Agreement") is made and entered into this day of January 1, 2018, by and between Atlantic Stewardship Bank ("Bank"), a state-chartered commercial bank located in Midland Park, NJ and Claire Chadwick ("Executive").

July 1, 2014 [Address] Dear Lonnel: (March 15th, 2019)

All the directors of Lexicon Pharmaceuticals share my enthusiasm as I extend this offer for you to join us as the Company's President and Chief Executive Officer. We believe you have the leadership, personal and professional qualities that will allow you to make a significant contribution to the future of medicine as you lead Lexicon in its mission to discover, develop and commercialize breakthrough treatments for human disease. As we have discussed, Lexicon is at an exciting stage in its journey and we welcome you as the leader that will spearhead its transformation from clinical development to a patient-centric successful pharma company.

Stewardship Financial Corp – Change in Control Severance Agreement (March 15th, 2019)

THIS AGREEMENT, dated as of March 21, 2017, is by and between Atlantic Stewardship Bank ("the Bank") and Stewardship Financial Corporation ("the Corporation"), a New Jersey corporation (the Bank and the Corporation being referred to collectively as "the Company"), and James Shields (the "Executive").

Parke Bancorp – Management Change in Control Severance Agreement (March 15th, 2019)

THIS MANAGEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is made on and as of this 19 day of July, 2016 ("Effective Date"), by and between Parke Bancorp, Inc. ("Company"), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 601 Delsea Drive, Sewell, New Jersey 08080, Parke Bank ("Bank"), a banking corporation organized under the laws of the State of New Jersey, with its principal office at 601 Delsea Drive, Sewell, New Jersey 08080, and Paul E. Palmieri (the "Executive").

Stewardship Financial Corp – Change in Control Severance Agreement (March 15th, 2019)

THIS AGREEMENT, dated as of November 12, 2013, is by and between Atlantic Stewardship Bank ("the Bank") and Stewardship Financial Corporation ("the Corporation"), a New Jersey corporation (the Bank and the Corporation being referred to collectively as "the Company"), and Paul Van Ostenbridge (the "Executive").