New York Sample Contracts

CREDIT AGREEMENT Dated as of April 23, 2018 Among TOTAL SYSTEM SERVICES, INC. As the Borrower, BANK OF AMERICA, N.A. As Administrative Agent and L/C Issuer JPMORGAN CHASE BANK, N.A. As Syndication Agent, MUFG BANK, LTD., CAPITAL ONE, N.A., REGIONS BANK, SUNTRUST BANK, TD BANK, N.A., U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents and the Other Lenders Party Hereto BANK OF AMERICA MERRILL LYNCH and JPMORGAN CHASE BANK, N.A., MUFG BANK, LTD., CAPITAL ONE, N.A., REGIONS BANK, SUNTRUST ROBINSON HUMPHREY, INC., TD SECURITIES (USA) LLC, U.S. BANK (April 24th, 2018)

This CREDIT AGREEMENT (Agreement) is entered into as of April 23, 2018, among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (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 and L/C Issuer.

Sangamo Therapeutics, Inc. And _____________, as Warrant Agent Form of Common Stock Warrant Agreement Dated as of __________ (April 24th, 2018)

THIS COMMON STOCK WARRANT AGREEMENT (this Agreement), dated as of [], between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the Company) and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the Warrant Agent).

Orexigen Therapeutics – ASSET PURCHASE AGREEMENT by and Between OREXIGEN THERAPEUTICS, INC., SELLER, and NALPROPION PHARMACEUTICALS, INC., PURCHASER DATED AS OF APRIL 23, 2018 (April 24th, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 23, 2018, by and between Orexigen Therapeutics, Inc., a Delaware corporation (the Seller), and Nalpropion Pharmaceuticals, Inc., a Delaware corporation (the Purchaser).

Brooklyn Cheesecake & Dessrt – Amendment #2 to Equity Securities Purchase Agreement (April 24th, 2018)

THIS AMENDMENT #2 TO EQUITY SECURITIES PURCHASE AGREEMENT (this "Amendment") made as of April 20, 2018, by and among Meridian Waste Operations, Inc., a New York corporation (the "Seller"), Meridian Waste Solutions, Inc., a New York corporation ("Meridian" and, together with the Seller, the "Seller Parties" and each, a "Seller Party"), Meridian Waste Acquisitions, LLC, a Delaware limited liability company (the "Buyer") and Jeffrey S. Cosman ("Cosman"), amends that certain Equity Securities Purchase Agreement, dated as of February 20, 2018, by and among the Seller, Meridian, the Buyer and solely for purposes of Sections 6.4, 6.7 and 11.18 therein, Cosman (as amended, the "Agreement"). All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Agreement.

Arauco & Constitution Pulp Inc – INDENTURE Dated as of November 2, 2017 (The Indenture), Between CELULOSA ARAUCO Y CONSTITUCION S.A., a Corporation (Sociedad Anonima) Organized Under the Laws of the Republic of Chile (The Company), Having Its Principal Office at Avenida El Golf 150, 14th Floor, Santiago, Chile, and THE BANK OF NEW YORK MELLON, a New York Banking Corporation, as Trustee (The Trustee), Security Registrar and Paying Agent. (April 24th, 2018)
Woodland Holdings Corp – 4m Carbon Fiber Corp. Board Member Contract (April 24th, 2018)
Amended and Restated Syndicated Facility Agreement (April 24th, 2018)

THIS AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, is dated as of March 30, 2015 and amended and restated as of February 28, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and assigns in such capacity, "Australian Security Trustee"), CLEVELAND-CLIFFS INC., an Ohio corporation ("Parent"), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively as

Indenture (April 24th, 2018)

INDENTURE, dated as of July 1, 1987, between SUPER VALU STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at Minneapolis, Minnesota with a mailing address at P.O. Box 990, Minneapolis, Minnesota 55440, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee").

Sysorex Global Holdings Corp. – COMMON STOCK PURCHASE WARRANT Inpixon (April 24th, 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Inpixon, a Nevada 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).

Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Performance Share Award Memorandum (Tsr) (April 24th, 2018)

This Performance Share Award Agreement (this "Agreement") is between Cleveland-Cliffs Inc., an Ohio corporation (the "Company"), and you, the person named in the Performance Share Award Memorandum (the "Award Memorandum") who is an employee of the Company or a Subsidiary of the Company (the "Participant"). For purposes of this Agreement, "Employer" means the entity (the Company or Subsidiary) that employs the Participant on the applicable date. This Agreement is effective as of the Date of Grant set forth in the Award Memorandum.

Sangamo Therapeutics, Inc. And , as Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of __________ (April 24th, 2018)

THIS PREFERRED STOCK WARRANT AGREEMENT (this Agreement), dated as of [], between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the Company) and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the Warrant Agent).

Sportsman'S Warehouse Holdings, Inc. – INDENTURE Dated as of , 2018 (April 24th, 2018)

Indenture dated as of , 2018 between SPORTSMAN'S WAREHOUSE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware ("Company"), and [Trustee], as trustee ("Trustee").

Brooklyn Cheesecake & Dessrt – Amended and Restated (April 24th, 2018)

This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 20, 2018 (this "Agreement"), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a "Grantor"), and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the "Collateral Agent").

Senior Facilities Agreement (April 24th, 2018)

PROJECT QUASAR PLEDGECO, S.L.U., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain holding tax identification number B88038419 (the Company);

Amendment No. 1 to Credit Agreement (April 24th, 2018)

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 20, 2018 (this "Amendment"), with respect to that certain Credit Agreement dated as of March 6, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among QUALCOMM INCORPORATED, a Delaware corporation (the "Borrower"), each lender from time to time party thereto and GOLDMAN SACHS BANK USA, as administrative agent (together with any successor agent appointed pursuant to the Credit Agreement, in such capacity, the "Administrative Agent").

Sangamo Therapeutics, Inc. And , as Warrant Agent Form of Debt Securities Warrant Agreement Dated as Of (April 24th, 2018)

THIS DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of [], between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the Company) and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the Warrant Agent).

Amendment No. 1 to Credit Agreement (April 24th, 2018)

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 20, 2018 (this "Amendment"), with respect to that certain Credit Agreement dated as of November 8, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among QUALCOMM INCORPORATED, a Delaware corporation (the "Borrower"), each lender from time to time party thereto and GOLDMAN SACHS BANK USA, as administrative agent (together with any successor agent appointed pursuant to the Credit Agreement, in such capacity, the "Administrative Agent").

XPO Logistics – Employment Agreement (April 24th, 2018)

This Employment Agreement (this Agreement), effective as of the date set forth on Exhibit A (the Start Date), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the Company), and the individual named on Exhibit A (Employee).

Cross Guarantee Agreement (April 24th, 2018)

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the "Guarantors" and individually, a "Guarantor"), for the benefit of the Guaranteed Parties (as defined below).

Orexigen Therapeutics – Debtors Motion for Entry of an Order (I) Authorizing Implementation of a Key Employee Incentive Plan and a Key Employee Retention Plan, (Ii) Approving the Terms of the Debtors Key Employee Incentive Plan and Key Employee Retention Plan, and (Iii) Granting Related Relief (April 24th, 2018)

The debtor and debtor in possession in the above-captioned case (the Debtor), hereby moves (this Motion)2 this Court for entry of an order, under sections 105, 363(b) and, to the extent applicable, 503(c)(3) of title 11 of the United States Code (the Bankruptcy Code) and Rule 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), authorizing, but not directing, the Debtor to implement a proposed key employee incentive plan (the KEIP), substantially in the form attached hereto as Exhibit A, and a key employee retention plan (the KERP), substantially in the form attached hereto as Exhibit B. In support of this Motion, the Debtor relies upon and incorporates by reference the Declaration of Douglas J. Friske in Support of Debtors Motion for Entry of an Order (i) Authorizing Implementation of a Key Employee Incentive Plan and a Key Employee Retention Plan, (ii) Approving the Terms of the Debtors

SANGAMO THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20 Debt Securities (April 24th, 2018)

INDENTURE, dated as of [], 20__, among SANGAMO THERAPEUTICS, INC., a Delaware corporation (the Company), and [TRUSTEE], as trustee (the Trustee):

Brooklyn Cheesecake & Dessrt – Amended and Restated Term Loan Note (April 24th, 2018)

Companies also jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Companies, MERIDIAN WASTE SOLUTIONS, INC., a New York corporation ("Holdings"), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Administrative Agent, Collateral Agent and Lead Arranger.

Midatech Pharma Plc – CREDIT, GUARANTY AND SECURITY AGREEMENT Dated as of December 29, 2017 by and Among MIDATECH PHARMA PLC, MIDATECH PHARMA US INC., DARA THERAPEUTICS INC., MIDATECH PHARMA (WALES) LIMITED, and MIDATECH LIMITED and Any Additional Borrower That Hereafter Becomes Party Hereto, Each as Borrower, and Collectively as Borrowers, the Guarantors From Time to Time Party Hereto, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (April 24th, 2018)

This CREDIT, GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of December 29, 2017 (the "Closing Date") by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust ("MidCap"), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a "Lender", and collectively the "Lenders"), MIDATECH PHARMA PLC, a company formed under the laws of England and Wales with company number 09216368 ("Parent"), MIDATECH PHARMA US INC., a Delaware corporation ("Midatech US"), DARA THERAPEUTICS INC., a North Carolina corporation ("DARA Therapeutics"), MIDATECH PHARMA (WALES) LIMITED, a company formed under the laws of England and Wales with company number 04929486 ("Midatech Wales"), MIDATECH LIMITED, a company formed under the laws of England and Wales with company number 04097593 ("Midatech Limited") and any additional borrower that may hereafter be added to this Agreement (collectively, together with Paren

Ems Find, Inc. – Asset Purchase Agreement (April 24th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 16, 2018, is entered into by and between digiMine LLC, a Delaware limited liability company (the "Seller"), and Integrated Ventures Inc., a Nevada corporation (the "Buyer"). Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

Contract (April 24th, 2018)

Shareholders Agreement, dated April 10, 2018, by and among Previdencia Usiminas, Confab Industrial S.A., Metal One Corporation, Mitsubishi Corporation do Brasil, S.A., Nippon Steel & Sumitomo Metal Corporation, Nippon Usiminas Co., Ltd., Prosid Investments S.A., Ternium Argentina S.A., Ternium Investments S.a r.l., Usinas Siderurgicas de Minas Gerais S.A.

March 27, 2018 4671 Bocaire Blvd Boca Raton, FL 33487 Dear Bruce: (April 24th, 2018)

On behalf of Blonder Tongue Laboratories, Inc. (the "Company"), I am pleased to offer you employment with our Company. We look forward to a successful working relationship providing the highest quality of products and services to our customers.

Research Collaboration and License Agreement (April 24th, 2018)

This Research Collaboration and License Agreement (the Agreement) is entered into as of December 28, 2017 (the Effective Date), by and between Pfizer Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 235 East 42nd Street, New York, NY 10017 (Pfizer) and Sangamo Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 501 Canal Blvd., Richmond, CA 94804 (Sangamo). Pfizer and Sangamo may each be referred to herein individually as a Party and collectively as the Parties.

Cooperation Agreement (April 24th, 2018)

This AGREEMENT, dated as of April 23, 2018 (this "Agreement"), is made and entered into by and among Safeguard Scientifics, Inc., a Pennsylvania corporation (the "Company"), and each of the persons set forth on the signature page hereto (each, an "Investor" and collectively, the "Investors" or, with their respective affiliates and associates, the "Investor Group"), which presently are or may be deemed to be members of a "group" with respect to the common stock of the Company, $0.10 par value per share (the "Common Stock"), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

Rex Energy Corporation – Contract (April 24th, 2018)

This LIMITED WAIVER AND THIRD FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this Agreement), dated as of April 23, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the Borrower), the Lenders (as defined below) party hereto from time to time, solely for purposes of Section 3.2(b) hereof, MACQUARIE BANK LIMITED (in its capacity as the issuer of Letters of Credit under the Credit Agreement, the Issuing Bank) and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the Administrative Agent).

Mitel Networks – ARRANGEMENT AGREEMENT BY AND BETWEEN MITEL NETWORKS CORPORATION, MLN ACQUISITIONCO ULC, and MLN TOPCO LTD. April 23, 2018 (April 24th, 2018)

This ARRANGEMENT AGREEMENT (this Agreement) is made and entered into as of this 23rd day of April, 2018 by and between Mitel Networks Corporation, a Canadian corporation (the Company), MLN AcquisitionCo ULC, a British Columbia unlimited liability company (Purchaser) and MLN TopCo Ltd., a Cayman Islands exempted company (Parent). The Company, Parent and Purchaser are sometimes referred to in this Agreement as a party and collectively as the parties.

Brooklyn Cheesecake & Dessrt – Warrant to Purchase Stock (April 24th, 2018)

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Meridian Waste Acquisitions, LLC (together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, the "Holder") is entitled to purchase the number of fully paid and nonassessable shares of Common Stock of the Company (the "Shares") at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

[Face of Note] (April 24th, 2018)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or 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.

iFresh Inc – Indenture (April 24th, 2018)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Dated April 24, 2018 Whirlpool Corporation and the Press Sellers Whose Names Are Set Out on Annex a and Nidec Corporation SHARE PURCHASE AGREEMENT (April 24th, 2018)
Smart Trust 378 – April 24, 2018 (April 24th, 2018)

The Bank of New York Mellon is acting as trustee for the Fund, consisting of the unit investment trusts (the "Trusts") included in the Registration Statement relating to the Fund. We enclosed a list of the securities to be deposited in the Trusts on the date hereof. The prices indicated therein reflect our evaluation of such securities as of close of business on April 23, 2018, in accordance with the valuation method set forth in the applicable Standard Terms and Conditions of Trust and Trust Agreements. We consent to the reference to The Bank of New York Mellon as the party performing the evaluations of the Trust securities in the Registration Statement (No. 333-222944) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units of the Trusts and to the filing of this consent as an exhibit thereto.