New Jersey Sample Contracts

CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS of SERIES a PREFERRED STOCK ICONIC BRANDS, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statues Law) (September 19th, 2018)

ICONIC BRANDS, INC. (formerly, Paw Spa, Inc.), a corporation organized and existing under the laws of the State of Nevada (the " Corporation "), the certificate of incorporation of which was filed in the office of the Secretary of State of Nevada on October 21, 2005 and amended on June 5, 2009, hereby certifies that the Board of Directors of the Corporation (" Board of Directors " or the " Board "), pursuant to authority of the Board of Directors as required by Section 78.1955 of the Nevada Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation's previously authorized 100,000,000 shares of preferred stock, par value $0.00001 per share (the " Preferred Stock "), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

Distribution Agreement (September 19th, 2018)

This Distribution Agreement ("Agreement"), dated this 1st day of May, 2016, by and between Bellissima Spirits LLC, a Nevada limited liability company ("Bellissima") and United Spirits, Inc. a New York corporation ("United").

Distribution Agreement (September 19th, 2018)

This Distribution Agreement ("Agreement"), dated this 1st day of May, 2015, by and between Bivi LLC, a Nevada limited liability company ("Bivi") and United Spirits, Inc. a New York corporation ("United").

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES B CONVERTIBLE PREFERRED STOCK of ICONIC BRANDS, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statues Law) (September 19th, 2018)

ICONIC BRANDS, INC. (formerly, Paw Spa, Inc.), a corporation organized and existing under the laws of the State of Nevada (the " Corporation "), the certificate of incorporation of which was filed in the office of the Secretary of State of Nevada on October 21, 2005 and amended on June 5, 2009, hereby certifies that the Board of Directors of the Corporation (the " Board of Directors " or the " Board "), pursuant to authority of the Board of Directors as required by Section 78.1955 of the Nevada Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation's previously authorized 100,000,000 shares of preferred stock, par value $0.00001 per share (the " Preferred Stock "), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

May 11, 2018 Leonard Blum 6210 76th Drive SE Snohomish WA 98290 Dear Leonard: (September 18th, 2018)
Asta Funding, Inc. – Consulting Agreement (September 18th, 2018)

This Consulting Agreement (the "Agreement") is executed on May 6, 2016 to memorialize the agreement that was entered into and became effective as of September 17, 2015, by and between Asta Funding, Inc. (the "Company"), and Piccolo Business Advisory [Inc.]1 (the "Consultant").

Thirteenth Supplemental Indenture (September 18th, 2018)
SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Osmotica Pharmaceuticals Ltd – This Exhibit Has Been Redacted and Is the Subject of a Confidential Treatment Request. Redacted Material Is Marked With [***] and Has Been Filed Separately With the Securities and Exchange Commission. Tablets Marketing Rights Agreement (September 14th, 2018)

This TABLETS MARKETING RIGHTS AGREEMENT (the Agreement) is dated March 10, 2010 (the Effective Date as that term is defined in Section 1.6 below), by and between Argent Development Group, LLC, a California limited liability company with mailing address of P.O. Box 4531, Mountain View, CA 94040 (Argent), and Vertical Pharmaceuticals, Inc., a New Jersey corporation with offices at 2400 Main Street Extension, Suite 6, Sayreville, New Jersey 08872 (Vertical).

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 2 to DISTRIBUTION AND SUPPLY AGREEMENT Between CIPHER PHARMACEUTICALS INC. And VERTICAL PHARMACEUTICALS, INC. (September 14th, 2018)

This Amendment No. 2 to Distribution and Supply Agreement (this Amendment) is entered into as of November 21, 2013 (the Effective Date) by and between Cipher Pharmaceuticals Inc. (Cipher), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario IAW 4Pl, and Vertical Pharmaceuticals, Inc. (Distributor), a corporation organized under the laws of the state of New Jersey with an address at 2500 Main Street Extension, Suite 6, Sayreville, New Jersey 08872. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.

Tanaris Power Holdings Inc. – Purchase Agreement (September 14th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made this 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ("Buyer"), 1stPoint Communications, LLC, a New Jersey company (the "Company"), and Manhattan Carrier Company, LLC, with its address at 401 East 34th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the "Seller").

Osmotica Pharmaceuticals Ltd – Employment Agreement (September 14th, 2018)

This Employment Agreement (this Agreement), dated May 2, 2016, is entered into by and between Vertical/Trigen Opco, LLC (the Company), which is a wholly-owned subsidiary of Vertical/Trigen Holdings, LLC (Holdings), and Tina deVries (the Executive).

Osmotica Pharmaceuticals Ltd – Distribution and Supply Agreement (September 14th, 2018)

This Distribution and Supply Agreement (the Agreement) is entered into as of June 28, 2011 (the Effective Date) by and between Cipher Pharmaceuticals Inc. (Cipher), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario L4W 4P1, and Vertical Pharmaceuticals Inc. (Distributor), a corporation organized under the laws of the state of New Jersey with an address at 2400 Main Street, Suite 6, Sayreville, New Jersey 08872. Unless otherwise specified, all capitalized terms shall have the meaning specified in Article 1 herein.

Tanaris Power Holdings Inc. – Employment Agreement (September 14th, 2018)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 11th day of September 2018, by and between Mark Stogdill, (the "Executive"), and Hammer Fiber Optic Investments, Ltd. ("Company"), a New Jersey limited company.

Tanaris Power Holdings Inc. – Purchase Agreement (September 14th, 2018)

THIS PURCHASE AGREEMENT (this "Agreement") is made this 12th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ("Buyer"), Open Data Centers, LLC, a New Jersey company (the "Company"), and Data Center Infrastructure Holdings, LLC, a New Jersey limited liability company with its address at 15 Corporate Place South, Suite 100, Piscataway, NJ 08854 ("DCIH") and ODCMG LLC, a New York limited liability company, having its address at 34 Franklin Avenue, Suite 220, Brooklyn, NY 11205 ("ODGMC" and, together with Data Center, the "Sellers" and each, individually, a "Seller")

Patent Security Agreement (September 14th, 2018)

Patent Security Agreement, dated as of September 11, 2018, by ParkerVision Inc., a Florida corporation ("Pledgor"), in favor of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. (the "Recipient").

Osmotica Pharmaceuticals Ltd – This Exhibit Has Been Redacted and Is the Subject of a Confidential Treatment Request. Redacted Material Is Marked With [***] and Has Been Filed Separately With the Securities and Exchange Commission. Manufacturing and Supply Agreement (September 14th, 2018)

THIS MANUFACTURING AND SUPPLY AGREEMENT (the Agreement) is made and entered into this 8th day of March, 2010 (the Effective Date), by and between MIKART, INC. (Mikart) and VERTICAL PHARMACEUTICALS, INC. (Vertical). Mikart is a Georgia corporation with its principal place of business at 1750 Chattahoochee Avenue, Atlanta, Georgia 30318. Vertical is a New Jersey corporation with its principal place of business at 2400 Main Street, Suite 6, Sayerville, New Jersey 08872.

Osmotica Pharmaceuticals Ltd – Osmotica Pharmaceuticals Plc 2018 Annual Cash Incentive Plan (September 14th, 2018)
Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 3 to DISTRIBUTION AND SUPPLY AGREEMENT Between (September 14th, 2018)

This Amendment No. 3 (the Third Amendment) to the Distribution and Supply Agreement (the Agreement) is entered into as of the 1st day of January, 2015 (the Effective Date) by and between Cipher Pharmaceuticals, Inc. (Cipher), an Ontario corporation located at 5650 Tomken Road, Unit 16, Mississauga Ontario 14W 4P1, Canada, and Vertical Pharmaceuticals, LLC, as successor to Vertical Pharmaceuticals, Inc. (Distributor), a Delaware limited liability company with an address at 2500 Main Street Extension, Suite 6, Sayreville, New Jersey 08872, each individually a Party and together the Parties.. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.

Osmotica Pharmaceuticals Ltd – Employment Agreement (September 14th, 2018)

This Employment Agreement (this Agreement), dated December 16, 2013, is entered into by and between Vertical/Trigen Opco, LLC (the Company), which is a wholly-owned subsidiary of Vertical/Trigen Holdings, LLC (Holdings), and James Schaub (the Executive).

Tanaris Power Holdings Inc. – Purchase Agreement (September 14th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made this 11th day of September 11, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ("Buyer"), Endstream Communications, LLC, a New York company (the "Company"), and Manhattan Carrier Company, LLC, with its address at 401 East 34th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the "Seller").

Osmotica Pharmaceuticals Ltd – AMENDMENT NO. 1 to DISTRIBUTION AND SUPPLY AGREEMENT Between CIPHER PHARMACEUTICALS INC. And VERTICAL PHARMACEUTICALS, INC. (September 14th, 2018)

This Amendment No. 1 to Distribution and Supply Agreement (this Amendment) is entered into as of March 27th, 2012 (the Effective Date) by and between Cipher Pharmaceuticals Inc. (Cipher), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario L4W 411, and Vertical Pharmaceuticals, Inc. (Distributor), a corporation organized under the laws of the state of New Jersey with an address at 2400 Main Street, Suite 6, Sayreville, New jersey 08872. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.

Communications Sales & Leasing, Inc. – Severance Agreement (September 14th, 2018)

This Severance Agreement (the "Agreement"), dated as of September 10, 2018 (the "Effective Date"), is made by and between Uniti Group Inc., a Maryland corporation (the "Corporation"), and Daniel L. Heard ("Executive").

Communications Sales & Leasing, Inc. – Severance Agreement (September 14th, 2018)

This Severance Agreement (the "Agreement"), dated as of September 10, 2018 (the "Effective Date"), is made by and between Uniti Group Inc., a Maryland corporation (the "Corporation"), and Mark A. Wallace ("Executive").

Osmotica Pharmaceuticals Ltd – Employment Agreement (September 14th, 2018)

This Employment Agreement (this Agreement), dated May 2, 2016, is entered into by and between Vertical/Trigen Opco, LLC (the Company), which is a wholly-owned subsidiary of Vertical/Trigen Holdings, LLC (Holdings), and Tina deVries (the Executive).

Tanaris Power Holdings Inc. – Purchase Agreement (September 14th, 2018)

THIS PURCHASE AGREEMENT (this "Agreement") is made this 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ("Buyer"), Shelcomm, Inc., a California Corporation (the "Company"), and 1stPoint Communications, LLC, a New Jersey limited liability company with its address at 15 Corporate Place South, Suite 100, Piscataway, NJ 08854 ("1stPoint") and Empire Ventures, LLC, a Delaware limited liability company, having its address at 300 Delaware Avenue, Suite 210, Willmington, DE 19801 ("Empire") and Michael D. Schelin individually ("1stPoint" and, together with "Empire" and Michael D. Schelin, the "Sellers" and each, individually, a "Seller")

Thompson Designs – September 11, 2018 VIA EMAIL Dear David: (September 13th, 2018)

On behalf of the Board of Directors of BioPharmX Corporation (the "Company"), I am very pleased to confirm our offer to you of employment with the Company. Subject to your acceptance of this offer and the conditions set forth below, your employment with the Company shall be governed by the following terms and conditions (this "Agreement").

Dated 13 September 2018 (1) the Hanover Insurance Group, Inc. And (2) China Reinsurance (Group) Corporation Agreement for the Sale and Purchase of Shares in the Capital of the Hanover Insurance International Holdings Limited, Chaucer Insurance Company Designated Activity Company and Hanover Australia Holdco Pty Ltd (September 13th, 2018)
U.S. $750,000,000 364-Day TERM LOAN AGREEMENT Dated as of September 6, 2018 Among BECTON, DICKINSON AND COMPANY (September 13th, 2018)

This 364-Day Term Loan Agreement, dated as of September 6, 2018 (this "Agreement"), is entered into by among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the "Borrower"), the Lenders (as hereinafter defined) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders. The parties hereto agree as follows:

Streamline Health Solutions, Inc. – Employment Agreement (September 12th, 2018)

This EMPLOYMENT AGREEMENT (together with Exhibit A, the "Agreement") is entered as of September 10th, 2018, by and between Streamline Health Solutions, Inc., a Delaware corporation with its headquarters in Atlanta, Georgia (the "Company"), and Thomas J. Gibson, a resident of the state of Georgia ("Executive").

Atlantic Tele Network – PURCHASE AND SALE AGREEMENT Dated as of September 9, 2018 by and Between CleanCapital Holdco 4 LLC as the Buyer and Ahana Renewables, LLC as the Seller (September 12th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this Agreement) dated as of September 9, 2018 (the Effective Date), is made and entered into by and between CLEANCAPITAL HOLDCO 4 LLC, a Delaware limited liability company (the Buyer) and AHANA RENEWABLES, LLC, a Delaware limited liability company (the Seller).

Paringa Resources Limited/ADR – Emmet, Marvin & Martin, LLP (September 12th, 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 Paringa Resources Limited, for which you propose to act as Depositary.

Advaxis – Advaxis, Inc. Form of Warrant Agency Agreement (September 11th, 2018)

WARRANT AGENCY AGREEMENT (this "Warrant Agreement") made as of September 11, 2018 (the "Issuance Date"), between Advaxis, Inc., a Delaware corporation, with offices at 305 College Road East, Princeton, New Jersey 08540 ("Company"), and Continental Stock Transfer and Trust Company, with offices at 17 Battery Place, 8th Floor, New York, NY 10004 ("Warrant Agent").

Advaxis – 16,666,666 Shares of Common Stock and Warrants to Purchase Up to 14,166,666 Shares of Common Stock Advaxis, Inc. UNDERWRITING AGREEMENT (September 11th, 2018)