New York Sample Contracts

Waiver and Amendment No. 1 to Revolving Credit, Term Loan and Security Agreement (October 22nd, 2018)

THIS WAIVER AND AMENDMENT NO. 1 (this "Amendment") is entered into as of October 19, 2018, by and among CCA INDUSTRIES, INC., a Delaware corporation ("CCA", and together with each Person joined to the Loan Agreement (as defined below) as a borrower from time to time, collectively, the "Borrowers", and each, a "Borrower"), each Person joined to the Loan Agreement (as defined below) as a guarantor from time to time (collectively, the "Guarantors", and each, a "Guarantor", and collectively with the Borrowers, the "Loan Parties" and each, a "Loan Party"), PNC BANK, NATIONAL ASSOCIATION ("PNC"), the financial institutions which are now or which hereafter become a party to the Loan Agreement (as defined below) (collectively, with PNC, the "Lenders" and each individually, a "Lender") and PNC as agent for the Lenders (PNC in such capacity, "Agent").

Agree Realty Corporation – Agree Limited Partnership First Supplement to Uncommitted Master Note Facility Dated as of September 26, 2018 (October 22nd, 2018)

This First Supplement to Uncommitted Master Note Facility (the "First Supplement") is among Agree Limited Partnership, a Delaware limited partnership (the "Company"), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the "Parent Guarantor") and Teachers Insurance and Annuity Association of America, as listed in Schedule A hereto ("TIAA" or the "Purchaser").

PERFORMANCE SHARE UNIT AGREEMENT - CONTINGENT GRANT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN (October 22nd, 2018)

Constellation Brands, Inc. (the "Company") hereby awards to the designated participant ("Participant"), the opportunity to receive the Performance Share Units described herein under the Company's Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the "Plan"). Performance Share Units consist of the right to receive shares of Class A Common Stock, par value $.01 per share, of the Company ("Shares"). Generally, the Participant will not receive any Performance Share Units unless specified service and performance requirements are satisfied. Further, this Award is contingent on the closing of the investment transaction defined below ("Canopy Investment Transaction"). This Performance Share Unit Agreement is subject to the attached Terms and Conditions of Performance Share Unit Agreement (collectively with this document, this "Agreement") and terms of the Plan.

EnLink Midstream, LLC – AGREEMENT AND PLAN OF MERGER by and Among ENLINK MIDSTREAM, LLC, ENLINK MIDSTREAM MANAGER, LLC, NOLA MERGER SUB, LLC, ENLINK MIDSTREAM PARTNERS, LP, and ENLINK MIDSTREAM GP, LLC Dated as of October 21, 2018 (October 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 21, 2018 (the Execution Date), is entered into by and among EnLink Midstream, LLC, a Delaware limited liability company (Parent), EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of Parent (the Parent Managing Member), NOLA Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership), and EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner). Parent, Parent Managing Member, Merger Sub, the Partnership, and the General Partner are referred to herein collectively as the Parties and each individually as a Party. Certain capitalized terms used in this Agreement are defined in Section 1.1.

IntelGenx Technologies Corp. – Canadian Placement Agency Agreement (October 22nd, 2018)

Subject to the terms and conditions herein (this Agreement), IntelGenx Technologies Corp., a Delaware corporation (the Company), hereby agrees to sell up to an aggregate of up to $12,001,020 of registered securities of the Company, including, but not limited to, up to 17,144,314 shares (the Shares) of the Companys common stock, $0.00001 par value per share (the "Common Stock), and up to 8,572,157 Common Stock purchase warrants to purchase shares of Common Stock (the Warrants and the shares of Common Stock underlying the Warrants, the Warrant Shares, directly to various investors (each, an Investor and, collectively, the Investors and the Investors in the United States, the U.S. Investors) through H.C. Wainwright & Co., LLC (Wainwright or U.S. Placement Agent) pursuant to a separate placement agency agreement (U.S. PAA), and through Echelon Wealth Partners Inc. (Echelon or Canada Placement Agent) (the U.S. Placement Agent and Canada Placement Agent, collectively, the Placement Agents) i

Securities Purchase Agreement (October 22nd, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of October 17, 2018, (the "Effective Date") between RONALD RUYLE, CHARLOTTE RUYLE, JERED RUYLE, and JANSON RUYLE (collectively, the "Seller(s)"), and PARIS OXYGEN COMPANY, a Texas Corporation (the "Company"), and MAGNEGAS APPLIED TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (including its successors and assigns, the "Purchaser").

Common Stock Purchase Warrant Creative Realities, Inc. (October 22nd, 2018)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ____________________ or [his][her][its] assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the Expiration Date (as defined in Section 2(b) below) but not thereafter, to subscribe for and purchase from Creative Realities, Inc., a Minnesota corporation (the "Company"), up to ___________ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(a).

ANGI Homeservices Inc. – REGISTRATION RIGHTS AGREEMENT by and Among ANGI HOMESERVICES INC. And THE HOLDERS NAMED HEREIN (October 22nd, 2018)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2018 (this Agreement), is by and among (i) ANGI Homeservices Inc., a Delaware corporation (the Company), (ii) the persons listed on Schedule A-1 hereto (such persons, in their capacity as holders of Registrable Securities (as defined below), including any permitted transferees hereunder, the Non-Investor Holders) and (iii) the persons listed on Schedule A-2 hereto (such persons, in their capacity as holders of Registrable Securities, including any permitted transferees hereunder, the Investor Holders and, together with the Non-Investor Holders, the Holders and each, a Holder).

Form of Representative's Warrant (October 22nd, 2018)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [_______], 2019 [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [_______], 2022 [THE DATE THAT IS 48 MONTHS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].

Contract (October 22nd, 2018)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated October 16, 2018 (the "Contract Date", by and between KINGSTONE COMPANIES, INC., a Delaware corporation (the "Company"), and BARRY B. GOLDSTEIN (the "Employee").

Lm Funding America, Inc. – Underwriting Agreement (October 22nd, 2018)
Lm Funding America, Inc. – Common Stock Purchase Warrant Lm Funding America, Inc. (October 22nd, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [] or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on [__]1, 2023 (the "Termination Date") but not thereafter, to subscribe for and purchase from LM Funding America, Inc., a Delaware corporation (the "Company"), up to [] shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Biolargo Inc. – Biolargo, Inc. Warrant to Purchase Common Stock With Call Provision (October 22nd, 2018)

THIS CERTIFIES THAT, for value received, TRITON FUNDS LP (the "Holder"), is entitled upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on the fifth anniversary of the issuance date set forth above (the "Termination Date") but not thereafter, to subscribe for and purchase from BioLargo, Inc., a Delaware corporation (the "Company"), up to one million (1,000,000) shares (the "Warrant Shares") of common stock, par value, $0.00067, of the Company (the "Common Stock"). The exercise price per share of the Common Stock under this Warrant shall be $0.25 subject to adjustment hereunder (the "Exercise Price").

Contract (October 22nd, 2018)

THIRD AMENDMENT dated as of October 18, 2018 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 28, 2014 (as heretofore amended, the "Credit Agreement"), among MARATHON OIL CORPORATION, a Delaware corporation, the LENDERS party thereto, MIZUHO BANK, LTD., as syndication agent, CITIBANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC. and THE BANK OF NOVA SCOTIA, as documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent.

Concrete Pumping Holdings Acquisition Corp – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES a ZERO-DIVIDEND CONVERTIBLE PERPETUAL PREFERRED STOCK OF Concrete Pumping Holdings Acquisition Corp. (Pursuant to Section 151 of the Delaware General Corporation Law) (October 22nd, 2018)

Concrete Pumping Holdings Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), the following resolutions were adopted on [ ], 2018 by the Board of Directors of the Corporation (the "Board") pursuant to Section 151 of the Delaware General Corporation Law:

EnLink Midstream, LLC – Support Agreement (October 22nd, 2018)

This SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and among GIP III Stetson I, L.P., a Delaware limited partnership (GIP), EnLink Midstream, LLC, a Delaware limited liability company (Parent), Acacia Natural Gas Corp I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acacia), EnLink Midstream, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (EMI and, together with GIP, Acacia, and EMI, the Unitholders), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). GIP, Parent, Acacia, EMI, and the Partnership are referred to herein individually as a Party and collectively as the Parties.

Gores Holdings II, Inc. – REVOLVING CREDIT AGREEMENT Among GREENLIGHT ACQUISITION CORPORATION, as HOLDINGS, ATS CONSOLIDATED, INC., as LEAD BORROWER, the Other Parties Listed as a Borrower on the Signature Pages Hereto, as BORROWERS, VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of March 1, 2018 BANK OF AMERICA, N.A., BMO CAPITAL MARKETS CORP., CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC. And MORGAN STANLEY SENIOR FUNDING, INC., as JOINT LEAD ARRANGERS BANK OF AMERICA, N.A., as SOLE BOOKRUNNER MORGAN STANLEY SENIOR FUNDING, INC. And DEUTSCHE BANK S (October 22nd, 2018)

THIS REVOLVING CREDIT AGREEMENT, dated as of March 1, 2018, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation ("Holdings"), ATS CONSOLIDATED, INC., a Delaware corporation ("Lead Borrower"), each of the other Borrowers (as defined herein) party hereto from time to time, the Lenders party hereto from time to time and BANK OF AMERICA, N.A. ("Bank of America"), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

Crosstex Energy, L.P. – Preferred Restructuring Agreement (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

Agreement and Plan of Merger (October 22nd, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2018 (this "Agreement"), is made by and between STL Parent Corp., a Delaware corporation ("Parent"), and American Railcar Industries, Inc., a North Dakota corporation (the "Company"). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

Chembio Diagnostics – A 185 -Blumberg's Improved Gilsey Form Lease, 7-04 (C)2004 BlumbergExcelsior Inc. www.blumberg.com (October 22nd, 2018)

Chembio Diagnostics Systems Inc. a domestic Corp. with offices located at 3661 Horseblock Rd. Medford, NY 11763 Units, a,b,c,d,e,f,g,j,k,l,m,n,o.

Crosstex Energy, L.P. – Parent Support Agreement (October 22nd, 2018)

This PARENT SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and between GIP III Stetson II, L.P., a Delaware limited partnership (GIP), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). GIP and the Partnership are referred to herein individually as a Party and collectively as the Parties.

Crosstex Energy, L.P. – Support Agreement (October 22nd, 2018)

This SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and among EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership), Enfield Holdings, L.P., a Delaware limited partnership (the Unitholder), TPG VII Management, LLC, a Delaware limited liability company (TPG), WSEP Egypt Holdings, LP, a Delaware limited partnership (WSEP Egypt Holdings), and WSIP Egypt Holdings, LP, a Delaware limited partnership (WSIP Egypt Holdings and, together with TPG and WSEP Egypt Holdings, the Enfield Affiliate Parties). The Partnership, the Unitholder, and the Enfield Affiliate Parties are referred to herein individually as a Party and collectively as the Parties.

Crosstex Energy, L.P. – Preferred Restructuring Agreement (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

Clementia Pharmaceuticals Inc. – CLEMENTIA PHARMACEUTICALS INC. $40,000,000 of Common Shares (No Par Value Per Share) SALES AGREEMENT (October 22nd, 2018)

Clementia Pharmaceuticals Inc., a corporation incorporated under the Canada Business Corporations Act (the "Company"), confirms its agreement (this "Agreement") with Leerink Partners LLC (the "Agent"), as follows:

Chembio Diagnostics – RIDER TO LEASE Between SHERWOOD CORPORATE CENTER, LLC, as Landlord, and CHEMBIO DIAGNOSTIC SYSTEMS, INC. As Tenant, for 91-1a Colin Drive, Holbrook, New York 11 741 Premises Commonly Known as Sherwood Corporate Center. Holbrook. New York (The "Building") (October 22nd, 2018)
21ST CENTURY FOX AMERICA, INC., Company, TWENTY-FIRST CENTURY FOX, INC., Guarantor and (As Successor to STATE STREET BANK AND TRUST COMPANY and THE FIRST NATIONAL BANK OF BOSTON), Trustee SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of October 22, 2018 Amending and Supplementing the Indenture Dated as of January 28, 1993 Senior Securities (October 22nd, 2018)
Form of Warrant Agreement (October 22nd, 2018)

THIS WARRANT AGREEMENT made as of [_________], 2018 (the "Issuance Date"), between Creative Realities, Inc., a Minnesota corporation (the "Company"), Computershare Inc., a Delaware corporation ("Computershare"), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the "Warrant Agent").

Gores Holdings II, Inc. – Unit Purchase Agreement (October 22nd, 2018)

UNIT PURCHASE AGREEMENT, dated as of February 3, 2018 (this "Agreement"), by and among ATS Consolidated, Inc., a Delaware corporation (the "Buyer"), Greenlight Holding II Corporation, a Delaware corporation (the "Issuer"), Greenlight Holding Corporation, a Delaware corporation and indirect parent of the Buyer ("Parent"), HTA Holdings, Inc., a New York corporation ("HTA Holdings"), David Centner (together with HTA Holdings, the "HTA Sellers"), Greater Horizons, a Missouri not-for-profit corporation (the "Charity" and together with the HTA Sellers, the "Sellers" and each a "Seller"), and, solely for the purposes of Section 5.13, Section 10.16 and Article X (to the extent applicable to Section 5.13 or Section 10.16) hereof, Leila Center.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 19, 2018 Among DYCOM INDUSTRIES, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME WELLS FARGO BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A., FIFTH THIRD BANK, PNC BANK, NATIONAL ASSOCIATION, BRANCH BANKING & TRUST COMPANY, BMO HARRIS BANK N.A., CAPITAL ONE, N.A., MUFG BANK, LTD., REGIONS BANK and TD (October 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 19, 2018 among DYCOM INDUSTRIES, INC., a Florida corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each, as defined herein).

EnLink Midstream, LLC – Preferred Restructuring Agreement (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

IntelGenx Technologies Corp. – IntelGenx Technologies Corp. 6420 Abrams Ville Saint Laurent Quebec, H4S 1Y2 Canada Re: Registration Statement on Form S-3 (File No. 333-227498) (October 22nd, 2018)

We have acted as counsel to IntelGenx Technologies Corp., a Delaware corporation (the Company), in connection with the filing by the Company with the Securities and Exchange Commission (the Commission) of a Prospectus Supplement (the Prospectus Supplement), dated October 18, 2018, to the Prospectus, dated October 4, 2018, included in the Registration Statement on Form S-3 (File No. 333-227498) (the Registration Statement) filed by the Company with the Commission under the Securities Act of 1933, as amended (the Securities Act), relating to the offer and sale by the Company of 17,144,314 units (the Units), each Unit consisting of one share of common stock, par value $0.0001 per share, of the Company (the Shares), one half of one warrant to purchase one share of common stock (each whole warrant a Warrant), 8,572,157 shares of common stock issuable upon exercise of the Warrants (the Warrant Shares), warrants to purchase common stock issued to the Placement Agents (as defined below) (the P

Wd-40 – Wd-40 Company 2007 Stock Incentive Plan (October 22nd, 2018)
Securities Purchase Agreement (October 22nd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 18, 2018, between Second Sight Medical Products, Inc., a California corporation (the "Company"), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Agree Realty Corporation – Agree Limited Partnership First Supplement to Uncommitted Master Note Facility Dated as of September 26, 2018 (October 22nd, 2018)

This First Supplement to Uncommitted Master Note Facility (the "First Supplement") is among Agree Limited Partnership, a Delaware limited partnership (the "Company"), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the "Parent Guarantor"), AIG Asset Management (U.S.), LLC ("AIG") and the institutional investors named on Schedule A attached hereto (the "Purchasers").

EnLink Midstream, LLC – Preferred Restructuring Agreement (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows: