New York Sample Contracts

RESTATED BYLAWS, AS AMENDED[1] OF UNITED STATES CELLULAR CORPORATION (A Delaware Corporation) (August 20th, 2018)
First Amendment to First Amended and Restated Rights Agreement (August 20th, 2018)

THIS FIRST AMENDMENT, dated as of August 20, 2018, to the Rights Agreement, dated as of August 20, 2015 (the "Rights Agreement"), is between PERCEPTRON, INC., a Michigan corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").

Mirati Therapeutics Inc. – Collaboration and License Agreement (August 20th, 2018)

THIS COLLABORATION AND LICENSE AGREEMENT (this "Agreement") is entered into as of January 7, 2018 (the "Effective Date") by and among Mirati Therapeutics, Inc., a Delaware corporation, having a place of business at 9393 Towne Centre Drive, Suite 200, San Diego, CA 92121 USA ("Mirati"), MethylGene Inc., a corporation organized under the laws of Canada and the wholly-owned subsidiary of Mirati, having a place of business at 9393 Towne Centre Drive, Suite 200, San Diego, CA 92121 USA ("MethylGene"), and BeiGene, Ltd., a corporation organized under the laws of the Cayman Islands having its principal address at Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman, Cayman Islands KY1-1108 ("BeiGene"). Mirati and BeiGene may be referred to herein individually as a "Party" and collectively as the "Parties." Mirati and MethylGene may be referred to herein individually as a "Licensor" and collectively as the "Licensors."

Amyris – Common Stock Purchase Warrant Amyris, Inc. (August 20th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Vivo Capital Surplus Fund VIII, L.P. 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 open of business on the six month anniversary of the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the fifteen month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware corporation (the "Company"), up to six hundred and nineteen thousand seven hundred and forty nine (619,749) 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).

Benchmark 2018-B5 Mortgage Trust – AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 13, 2018 by and Between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note a Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-3 Holder) eBay at North First (August 20th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of July 13, 2018, by and between DEUTSCHE BANK AG, NEW YORK BRANCH ("DB" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A, the "Initial Note A Holder", and in its capacity as the initial agent, the "Initial Agent"), DB, together with its successors and assigns in interest, in its capacity as initial owner of Note B-1 (the "Initial Note B-1 Holder"), DB, together with its successors and assigns in interest, in its capacity as initial owner of Note B-2 (the "Initial Note B-2 Holder"), and DB, together with its successors and assigns in interest, in its capacity as initial owner of Note B-3 (the "Initial Note B-3 Holder").

Tele2 Ab – Amended and Restated Agency Agreement (August 20th, 2018)
Butte Highlands Mining Company, Inc. – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of July 19, 2018, by and between Ironclad Encryption Corporation, a Delaware corporation, with headquarters located at 777 South Post Oak Lane, Suite 1700, Houston, TX 77056 (the Company), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the Buyer).

MR2 Group, Inc. – Mr2 Group, Inc. Underwriting Agreement (August 20th, 2018)
Discovery Laboratories, Inc. – Loan Agreement (August 20th, 2018)

This Loan Agreement (this "Loan Agreement"), dated as of August 14, 2018, is entered into between Windtree Therapeutics, Inc., a Delaware corporation with its principal offices at 2600 Kelly Rd., Suite 100, Warrington, PA 18976 ("Borrower"), and LPH Investments Ltd., a Cayman Islands company organized and existing under the laws of Cayman Islands with its principal offices at 1/F, Building 20E, Phase 3, Hong Kong Science Park, Shatin, Hong Kong ("Lender").

Jin Jie – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 17, 2018, by and between Blue Sphere Corp., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th floor, Charlotte, NC 28262 (the "Company") and GS CAPITAL PARTNERS, LLC, with its address at 110 Wall Street, New York, NY 10005 (the "Buyer").

Farfetch Ltd – Contract (August 20th, 2018)
ABL CREDIT AGREEMENT Among CUMULUS MEDIA INTERMEDIATE INC., CUMULUS MEDIA NEW HOLDINGS INC., as a Borrower, (August 20th, 2018)
FVCBankcorp, Inc. – FVCBANKCORP, INC. 2008 STOCK PLAN (As Amended on June 20, 2018) (August 20th, 2018)
Jin Jie – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 17, 2018, by and between BLUE SPHERE CORPORATION, a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the "Company"), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the "Buyer").

You On Demand Holdings Inc – Amended and Restated Subscription Agreement (August 20th, 2018)

This Amended and Restated Subscription Agreement (this "Agreement"), is made by and between SEVEN STARS CLOUD GROUP, INC., a Nevada corporation (the "Company") and GT DOLLAR PTE. LTD., a Singaporean corporation ("Subscriber") as of the date this Agreement is accepted by the Company, as set forth on the Company's signature page hereto.

Benchmark 2018-B5 Mortgage Trust – Contract (August 20th, 2018)
Jin Jie – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 14, 2018, by and between BLUE SPHERE CORP., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the "Company"), and ADAR BAYS, LLC a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the "Buyer").

EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between NORSTAN COMMUNICATIONS, INC., NXOF INTERMEDIATE HOLDINGS, INC. And BLACK BOX CORPORATION Dated as of August 17, 2018 (August 20th, 2018)
Churchill Capital Corp – CHURCHILL CAPITAL CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [*], 2018 (August 20th, 2018)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [*], 2018, is by and between Churchill Corp, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Jin Jie – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 11, 2018, by and between BLUE SPHERE CORP., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the "Company"), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the "Buyer").

Pain Therapeutics, Inc – Securities Purchase Agreement (August 20th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of August 15, 2018, between Pain Therapeutics, 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").

Benchmark 2018-B5 Mortgage Trust – CO-LENDER AGREEMENT Dated as of January 31, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Radisson Blu Aqua Hotel (August 20th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of January 31, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Athenex, Inc. – Employment Agreement (August 20th, 2018)
Cerecor Inc. – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of August 17, 2018, is by and among Cerecor Inc., a Delaware corporation with offices located at 400 E. Pratt Street, Suite 606, Baltimore, Maryland 21202 (the Company), and each of the investors signatory hereto (individually, a Buyer and collectively, the Buyers).

Ashford Hospitality Prime, Inc. – Braemar Hotels & Resorts Inc. (August 20th, 2018)
You On Demand Holdings Inc – Contract (August 20th, 2018)

THIS CONVERTIBLE BOND ("CB") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR PURCHASER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO- ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Jin Jie – Appendix D to LOAN AGREEMENT Entered Into Effective and Signed in Las Vegas on August 14, 2018 (August 20th, 2018)
Paradigm Resource Management Corp – Assignment of Loan Documents (August 20th, 2018)

This Assignment of Loan Documents (Assignment) is made effective as of June 15, 2018, by and among BASIL AND BARNS CAPITAL INC., a New York limited liability company (DOS ID No. 4889176) with principal offices located at 150 East 52nd Street, New York, NY 10022 (Assignor) and Alternative Strategy Partners Pte. Ltd., a Singapore corporation with principal offices located at 10 Collyer Quay Level 40 #40-53, Ocean Financial Centre, Singapore 049315 (Assignee).

Imperial Holdings – First Supplemental Indenture (August 20th, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of January 10, 2018 (the "First Supplemental Indenture"), between EMERGENT CAPITAL, INC., a corporation duly organized and existing under the laws of the State of Florida (herein called the "Issuer"), having its principal office at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Indenture Trustee (solely in such capacity, the "Indenture Trustee").

Employment Agreement (August 20th, 2018)
Lilis Energy, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") Is Entered Into as of January 23, 2017 (The "Effective Date"), by and Between Lilis Energy, Inc. (The "Company") and Joseph C. Daches ("Executive"). Executive and the Company Are Each Referred to Individually as a "Party" and Collectively as the "Parties." NOW, THEREFORE, in Consideration of the Mutual Covenants, Representations, Warranties and Agreements Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Agree as Follows: 1. E (August 20th, 2018)
Rebel Group, Inc. – Rebel Group, Inc. Subscription Agreement (August 20th, 2018)

This Subscription Agreement (this "Agreement") is by and between Rebel Group, Inc., a Florida corporation (the "Company"), and the investor identified on the signature page hereto as of the date indicated thereon ("Investor").

Secured Convertible Promissory Note (August 20th, 2018)

This Note carries an OID of $50,000.00. In addition, Borrower agrees to pay $25,000.00 to Lender to cover Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "Transaction Expense Amount"), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $500,000.00 (the "Purchase Price"), computed as follows: $575,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be paid by wire transfer of immediately available funds in two (2) tranches. The first tranche in the amount of $300,000.00 shall be due and payable on the date hereof. The second tranche of $200,000 shall only be due and payable upon satisfaction of the condition set forth in Section 1.2 of the Purchase Agreement (the "Funding Conditions"). In the event the Funding Conditions are not satisfied by May 23,

Access Pharmaceuticals Inc. – ABEONA THERAPEUTICS INC. Common Stock (Par Value $0.01 Per Share) Open Market Sale AgreementSM (August 20th, 2018)
Jin Jie – Securities Purchase Agreement (August 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 17, 2018, by and between Blue Sphere Corp., a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the "Company"), and Coolidge Capital LLC, a Delaware limited liability company, with its address at 249 Elsie Avenue, Merrick, NY 11566 (the "Buyer").