New York Sample Contracts

T Acquisition, Inc. – Contract (April 18th, 2019)
Landcadia Holdings II, Inc. – Form of Private Placement Warrants Purchase Agreement (April 18th, 2019)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this "Agreement"), is entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the "Company"), and Jefferies Financial Group, Inc., a Delaware corporation, and Fertitta Entertainment Inc., a Delaware corporation (collectively, the "Purchasers").

This Note Is a Global Security Within the Meaning of the Indenture Hereinafter Referred to and Is Registered in the Name of the Depository or a Nominee of the Depository. This Note Is Exchangeable for Notes Registered in the Name of a Person Other Than the Depository or Its Nominee Only in the Limited Circumstances Described in the Indenture, and May Not Be Transferred Except as a Whole by the Depository to a Nominee of the Depository, by a Nominee of the Depository to the Depository or Another Nominee of the Depository or by the Depository or Any Such Nominee to a Successor Depository or a No (April 18th, 2019)
Landcadia Holdings II, Inc. – Contract (April 18th, 2019)

THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Amended and Restated Evg License Agreement (April 18th, 2019)

THIS AMENDED AND RESTATED EVG LICENSE AGREEMENT (the "Agreement") is made and entered into as of November 29, 2018 (the "A&R Execution Date") by and between JAPAN TOBACCO INC., a Japanese corporation having its principal place of business at JT Building, 2-1 Toranomon, 2-chome, Minato-ku, Tokyo 105-8422, Japan ("JT"), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404, United States ("Gilead"). JT and Gilead are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Purchase Agreement (April 18th, 2019)

This PURCHASE AGREEMENT (this "Agreement"), dated as of April 15, 2019, is entered into by and between MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (the "Company"), and [ ], an individual residing in [ ] (the "Investor").

AUTOZONE, INC. $450,000,000 3.750% Senior Notes Due 2029 OFFICERS CERTIFICATE PURSUANT TO SECTION 3.2 OF THE INDENTURE April 18, 2019 (April 18th, 2019)
Envision Solar International, Inc. – Underwriting Agreement (April 18th, 2019)

The undersigned, Envision Solar International, Inc., a company incorporated under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Envision Solar International, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

RAM Energy Resources, Inc. – Halcon Resources Corporation 1801 California Street, Suite 3500 Denver, CO 80202 (April 18th, 2019)
MASTER AGREEMENT by and Between GILEAD SCIENCES, INC. And GILEAD SCIENCES K.K. And JAPAN TOBACCO INC. Dated as of November 29, 2018 (April 18th, 2019)

This Master Agreement (this "Agreement") is made and entered into as of November 29, 2018 (the "Execution Date") and, except for certain provisions specified in Section 12.1 that will be effective as of the Execution Date, will be effective as of the Closing Date (as defined below), by and between Japan Tobacco Inc., a Japan corporation having its principal place of business at Toranomon 2-2-1, Minato-ku, Tokyo 105-8422, Japan ("JT"), on the one hand, and Gilead Sciences, Inc., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, California, CA 94404, United States ("Gilead"), and Gilead Sciences K.K., a Japan corporation having its principal place of business at Gran Tokyo South Tower 16F, Marunouchi 1-9-2, Chiyoda-ku, Tokyo 100-6616, Japan ("GSJ"), on the other hand. JT, on the one hand, and Gilead and GSJ, on the other hand, are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Landcadia Holdings II, Inc. – Form of Investment Management Trust Agreement (April 18th, 2019)

This Investment Management Trust Agreement (this "Agreement") is made effective as of __________, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Actinium Pharmaceuticals, Inc. – Common Stock Purchase Warrant Actinium Pharmaceuticals, Inc. (April 18th, 2019)

Actinium Pharmaceuticals, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after April 23, 2019 (the "Initial Exercise Date"), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Se

Sunoco Logistics Partners Lp – ENERGY TRANSFER OPERATING, L.P. 28,000,000 7.600% Series E Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 18th, 2019)
Landcadia Holdings II, Inc. – Landcadia Holdings Ii, Inc. Units Consisting of One Share of Common Stock and One-Third of One Redeemable Warrant, Each Whole Warrant Entitling the Holder to Purchase One Share of Common Stock (April 18th, 2019)

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.

[Face of Note] (April 18th, 2019)

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.

[Face of Note] (April 18th, 2019)

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.

[Face of Note] (April 18th, 2019)

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.

LEASE KEYSTONE TECHNOLOGY PARK DURHAM KTP TECH 7, LLC, a Delaware Limited Liability Company as Landlord, and HEAT BIOLOGICS, INC., a Delaware Corporation, as Tenant. (April 18th, 2019)

This Lease (the Lease), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the Summary), below, is made by and between DURHAM KTP TECH 7, LLC, a Delaware limited liability company (Landlord), and HEAT BIOLOGICS, INC., a Delaware corporation (Tenant).

Agreement (April 18th, 2019)

This AGREEMENT (this "Agreement"), dated April 18, 2019, is by and among L Brands, Inc. (the "Company") and Barington Companies Equity Partners, L.P. ("Barington Equity") and Barington Capital Group, L.P. ("Barington Capital" and, together with Barington Equity, "Barington"). Each of the Company and Barington is a "Party" to this Agreement and, collectively, the "Parties."

Stratean Inc. – Purchase Agreement (April 18th, 2019)

This Purchase Agreement ("Agreement") is made and entered into on April 17, 2019 ("Effective Date"), by and between CleanSpark, Inc., a Nevada corporation ("Company"), and the investor whose name appears on the signature page hereto ("Investor").

Essential Properties Realty Trust, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Among ESSENTIAL PROPERTIES REALTY TRUST, INC., as the Parent REIT, ESSENTIAL PROPERTIES, L.P., as the Borrower the Several Lenders From Time to Time Parties Hereto, CITIGROUP GLOBAL MARKETS INC. And BANK OF AMERICA, N.A., as Co-Syndication Agents, and BARCLAYS BANK PLC, as Administrative Agent Dated as of April 12, 2019 BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers (April 18th, 2019)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 12, 2019, among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the "Parent REIT"), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), CITIGROUP GLOBAL MARKETS INC. and BANK OF AMERICA, N.A., as co-syndication agents (in such capacity, the "Co-Syndication Agents"), and BARCLAYS BANK PLC, as administrative agent (in such capacity, the "Administrative Agent").

Landcadia Holdings II, Inc. – 25,000,000 Units LANDCADIA HOLDINGS II, INC. UNDERWRITING AGREEMENT (April 18th, 2019)

Introductory. Landcadia Holdings II, Inc., a Delaware corporation (the "Company"), proposes, upon the terms and conditions set forth in this agreement (this "Agreement"), to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 25,000,000 units of the Company (the "Units"). The 25,000,000 Units to be sold by the Company are called the "Firm Securities." In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the "Optional Securities." The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the "Offered Securities." Jefferies LLC ("Jefferies") has agreed to act as representative of the several Underwriters (in such capacity, the "Representative") in connection with the offering of the Offered

ContraVir Pharmaceuticals, Inc. – Securities Purchase Agreement (April 18th, 2019)

This Securities Purchase Agreement (this Agreement) is dated as of , 2019, between ContraVir Pharmaceuticals, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Paycom Software, Inc. – First Amendment to Revolving Credit Agreement (April 18th, 2019)
Landcadia Holdings II, Inc. – Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen: (April 18th, 2019)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the "Company"), and Jefferies LLC, as representative (the "Representative") of the several underwriters (each, an "Underwriter" and collectively, the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 25,000,000 of the Company's units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one-third of one redeemable warrant. Each whole warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in t

Landcadia Holdings II, Inc. – Contract (April 18th, 2019)

THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Start Date: May 15, 2018 Place of Employment: Your Primary Place of Employment Will Be at the Companys Headquarters in Norwalk, CT. You Will Not Be Required to Relocate Your Home Residence. Base Salary: You Will Be Paid an Annualized Base Salary of $1,200,000, Less Applicable Withholdings and Deductions. Your Base Salary Will Be Subject to Annual Increases (But Not Decreases) at the Discretion of the Compensation Committee of the Board (The Compensation Committee) Based on Market Trends, Internal Considerations and Performance. Annual Bonus: You Are Eligible for an Annual Bonus (Each an Annual (April 18th, 2019)
Landcadia Holdings II, Inc. – Form of Warrant Certificate [FACE] (April 18th, 2019)

This Warrant Certificate certifies that ________________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), of Landcadia Holdings II, Inc., a Delaware corporation (the "Company"). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock as set forth below, at the exercise price (the "Warrant Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herei

ASSET PURCHASE AGREEMENT by and Among AMERICAN RAILCAR INDUSTRIES, INC., THE GREENBRIER COMPANIES, INC. And GBXL, LLC April 17, 2019 (April 18th, 2019)
COLLATERAL AGREEMENT Made by RISE GOLD CORP. And THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO in Favor of MERIDIAN JERRITT CANYON CORP., as Secured Party Dated as of February 14, 2019 (April 18th, 2019)

COLLATERAL AGREEMENT, (as amended, supplemented or otherwise modified from time to time, this Agreement") dated as of February 14, 2019, made by RISE GOLD CORP., a Nevada corporation (the Borrower") and RISE GRASS VALLEY INC., a Nevada corporation, (the Subsidiary Party") in favor of MERIDIAN JERRITT CANYON CORP., as secured party (in such capacity, together with its successors and assigns, the Secured Party).

Landcadia Holdings II, Inc. – LANDCADIA HOLDINGS II, INC 1510 West Loop South Houston, Texas 77027 (April 18th, 2019)
Sotherly Hotels Lp – Amendment No. 6 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels Lp Designation of 8.25% Series D Cumulative Redeemable Perpetual Preferred Units (April 18th, 2019)
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT Dated as of April 12, 2019 Among INGREDION INCORPORATED, the Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Bookrunner and Sole Lead Arranger (April 18th, 2019)
CNB Financial Corporation – Cnb Financial Corporation 2019 Omnibus Incentive Plan (April 18th, 2019)
Start Date: May 15, 2018 Place of Employment: Your Primary Place of Employment Will Be at the Companys Headquarters in Norwalk, CT. You Will Not Be Required to Relocate Your Home Residence. Base Salary: You Will Be Paid an Annualized Base Salary of $1,200,000, Less Applicable Withholdings and Deductions. Your Base Salary Will Be Subject to Annual Increases (But Not Decreases) at the Discretion of the Compensation Committee of the Board (The Compensation Committee) Based on Market Trends, Internal Considerations and Performance. Annual Bonus: You Are Eligible for an Annual Bonus (Each an Annual (April 18th, 2019)