New York Sample Contracts

Santander Drive Auto Receivables Trust 2018-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-1, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of January 24, 2018 (January 22nd, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of January 24, 2018 (this Agreement), by and between Santander Drive Auto Receivables Trust 2018-1, a Delaware statutory trust (the Issuer), Santander Consumer USA Inc., an Illinois corporation (SC, and in its capacity as sponsor, the Sponsor, and in its capacity as servicer, the Servicer), and Clayton Fixed Income Services LLC, a Delaware limited liability company (Clayton, and in its capacity as asset representations reviewer, the Asset Representations Reviewer).

Contract (January 22nd, 2018)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING DECEMBER 5, 2017 (THE EFFECTIVE DATE) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (THE OFFERING), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

MTech Acquisition Corp – Stock Escrow Agreement (January 22nd, 2018)

STOCK ESCROW AGREEMENT, dated as of January [__], 2018 ("Agreement"), by and among MTECH ACQUISITION CORP., a Delaware corporation ("Company"), MTECH SPONSOR LLC, a Florida limited liability company (the "Founder") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

Patrick Industries, Inc. – Wells Fargo Bank, National Association (January 22nd, 2018)
One Madison Corp – Indemnity Agreement (January 22nd, 2018)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of January 17, 2018, by and between ONE MADISON CORPORATION, a Cayman Islands exempted company (the "Company"), and Bharani Bobba ("Indemnitee").

One Madison Corp – One Madison Corporation (January 22nd, 2018)

This letter agreement (this "Agreement") by and between One Madison Corporation (the "Company") and One Madison Group LLC (the "Sponsor"), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the "Registration Statement") and continuing until the earlier of the consummation by the Company of an initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"):

One Madison Corp – Indemnity Agreement (January 22nd, 2018)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of January 17, 2018, by and between ONE MADISON CORPORATION, a Cayman Islands exempted company (the "Company"), and Keith R. McLoughlin ("Indemnitee").

MTech Acquisition Corp – MTech Acquisition Corp. 10124 Foxhurst Court, Orlando, Florida 32836 EarlyBirdCapital, Inc. (January 22nd, 2018)
Fourth Amendment to Credit Agreement (January 22nd, 2018)

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of January 16, 2018 (the "Effective Date"), among Rexford Industrial Realty, L.P., a Maryland limited partnership ("Borrower"), Rexford Industrial Realty, Inc., a Maryland corporation ("Parent"), each Lender (defined below) that is a signatory hereto, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, "Administrative Agent") and a Lender.

AGREEMENT AND PLAN OF MERGER Among: JUNO THERAPEUTICS, INC., a Delaware Corporation; CELGENE CORPORATION, a Delaware Corporation; And BLUE MAGPIE CORPORATION, a Delaware Corporation Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation ("Parent"); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"); and Juno Therapeutics, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

One Madison Corp – Registration Rights Agreement (January 22nd, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 17, 2018 is made and entered into by and among One Madison Corporation, a Cayman Islands exempted company (the "Company"), One Madison Group LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively the "Holders").

TPG Specialty Lending, Inc. – TPG SPECIALTY LENDING, INC. (Company) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Trustee) Indenture Dated as of January 22, 2018 Providing for the Issuance of Debt Securities (January 22nd, 2018)

INDENTURE, dated as of January 22, 2018 between TPG Specialty Lending, Inc., a Delaware corporation (the Company, as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association, as Trustee (as trustee in such capacity and not in its individual capacity, the Trustee, as more fully set forth in Section 1.01).

MTech Acquisition Corp – Unit Subscription Agreement (January 22nd, 2018)

This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 6th day of December 2017, by and between MTech Acquisition Corp., a Delaware corporation (the "Company"), having its principal place of business at 10124 Foxhurst Court, Orlando, Florida 32836, and MTech Sponsor LLC, a Florida limited liability company (the "Subscriber"), having its principal place of business at 10124 Foxhurst Court, Orlando, Florida 32836.

One Madison Corp – Indemnity Agreement (January 22nd, 2018)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of January 17, 2018, by and between ONE MADISON CORPORATION, a Cayman Islands exempted company (the "Company"), and Thomas F. Corley ("Indemnitee").

Santander Drive Auto Receivables Trust 2018-1 – PURCHASE AGREEMENT Dated as of January 24, 2018 Between SANTANDER CONSUMER USA INC., as Seller and SANTANDER DRIVE AUTO RECEIVABLES LLC, as Purchaser (January 22nd, 2018)

THIS PURCHASE AGREEMENT is made and entered into as of January 24, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) by SANTANDER CONSUMER USA INC., an Illinois corporation (Santander Consumer), and SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company (the Purchaser).

BioRestorative Therapies, Inc. – STOCK OPTION AGREEMENT, Made as of the 19th Day of January, 2018, Between BIORESTORATIVE THERAPIES, INC., a Delaware Corporation (The "Company"), and ADAM D. BERGSTEIN (The "Optionee"). WHEREAS, the Optionee Is an Employee of the Company. (January 22nd, 2018)

WHEREAS, the Company and the Optionee are parties to an Executive Employment Agreement dated as of January 16, 2018 (the "Employment Agreement").

TIFFANY & CO. A Delaware Corporation (The "Parent") TERMS OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT (Non-Transferable) Under the 2014 EMPLOYEE INCENTIVE PLAN (The "Plan") Terms Effective January 17, 2018 (January 22nd, 2018)

Introduction and Terms of Grant. Participant has been granted (the "Grant") Stock Units that shall be settled by the issuance and delivery of shares of Common Stock ("Shares"). The Grant has been made under the Plan by the Committee. The name of "Participant," the "Grant Date," the number of Stock Units granted, the "Performance Period," the "Earnings Threshold," "Earnings Target," and "Earnings Maximum," and the "Operating Cash Flow Threshold," "Operating Cash Flow Target" and "Operating Cash Flow Maximum" are stated in the attached "Notice of Grant." The other terms and conditions of the Grant are stated in this document and in the Plan. As used herein, "Stock Units" refers to Stock Units included in this Grant, and not to other stock units that may have been or may be granted. If Participant has the title of Vice President or a more senior title, this Grant will be void unless Participant executes and delivers to Parent those certain Non-Competition and Confidentiality Covenant

One Madison Corp – Indemnity Agreement (January 22nd, 2018)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of January 17, 2018, by and between ONE MADISON CORPORATION, a Cayman Islands exempted company (the "Company"), and Omar M. Asali ("Indemnitee").

MTech Acquisition Corp – Investment Management Trust Agreement (January 22nd, 2018)

This Agreement is made as of January [__], 2018 by and between MTech Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").

Registration Rights Agreement (January 22nd, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of January 18, 2018, by and among Eclipse Resources Corporation, a Delaware corporation (the Company), Eclipse Resources-PA, LP, a Delaware limited partnership (Eclipse-PA), and Travis Peak Resources, LLC, a Delaware limited liability company (Travis Peak).

Patrick Industries, Inc. – PATRICK INDUSTRIES, INC. (An Indiana Corporation) 1.00% Convertible Senior Notes Due 2023 PURCHASE AGREEMENT (January 22nd, 2018)
MTech Acquisition Corp – Indemnity Agreement (January 22nd, 2018)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of _________, 2018, by and between MTECH ACQUISITION CORP., a Delaware corporation (the "Company"), and ___________ ("Indemnitee").

Athenex, Inc. – Contract (January 22nd, 2018)

300000 0.50 0.50 9.00 9.00 0.02 0.10 10000000 4000000 0.10 20000000 1.00 443000 199000 987000 3876000 7.50 5718000 40000 1011000 4527000 30820000 8616000 22204000 1593000 3712000 5000000 4488000 9 1.00 1699000 449000 166000 9 1671000 1803000 107000 1099000 14861000 3482000 11379000 144000 1884000 1.00 0.95 0.666 55800000 24000000 55800000 68000000 2727273 43531000 0 0 0 0 24000000 0 5100000 0.10 4000000 0.10 7000000 7000000 1.00 1.00 7000000 7000000 11 11 12700000 21594000 5913000 93013000 59811000 2600000 6459000 3363000 419854000 6622000 -412000 148758000 44000 179000 1269000 19262000 250000000 57995264 0 0.001 59668184 60000 2371000 0 1300000 493000 0 1544000 99000 2199000 779000 2486000 0 0 0 0 2335000 37691000 990000 8905000 8403000 11635000 11320000 82800

Idera Pharmaceuticals – AGREEMENT AND PLAN OF MERGER Among BIOCRYST PHARMACEUTICALS, INC., IDERA PHARMACEUTICALS, INC., NAUTILUS HOLDCO, INC., ISLAND MERGER SUB, INC. And BOAT MERGER SUB, INC. Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of January 21, 2018, by and among BioCryst Pharmaceuticals, Inc., a Delaware corporation (Boat), Idera Pharmaceuticals, Inc., a Delaware corporation (Island), and Nautilus Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Boat (Holdco), Island Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Merger Sub A), Boat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Merger Sub B).

MiFi (Novatel Wireless, Inc) – RIGHTS AGREEMENT Dated as of January 22, 2018 Between INSEEGO CORP. And COMPUTERSHARE TRUST COMPANY, N.A. As Rights Agent (January 22nd, 2018)

This Rights Agreement (this Agreement), dated as of January 22, 2018 is between Inseego Corp., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent, which term shall include any successor Rights Agent hereunder), as Rights Agent.

Common Stock Purchase Agreement Among Firstenergy Corp. And (January 22nd, 2018)
Forex Development Corp. – First Amendment Agreement (January 22nd, 2018)

THIS FIRST AMENDMENT AGREEMENT ("Agreement") is made and entered into as of the 1st day of August 2017, by and between Atlas Financial Technologies Corp., a Delaware corporation located at 301 S. Missouri Ave., Clearwater, FL 33756 (the "Purchaser"); and Forex Development Corporation, a Delaware corporation located at 115 W 18th St., 2nd Floor, New York, NY 10011 (the "Seller").

TPG Specialty Lending, Inc. – FIRST SUPPLEMENTAL INDENTURE Between TPG SPECIALTY LENDING, INC. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of January 22, 2018 FIRST SUPPLEMENTAL INDENTURE (January 22nd, 2018)

THIS FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of January 22, 2018, between TPG Specialty Lending, Inc., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.

One Madison Corp – Private Placement Warrants Purchase Agreement (January 22nd, 2018)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT is entered into as of January 17, 2018 (as it may from time to time be amended, this "Agreement"), by and between One Madison Corporation, a Cayman Islands exempted company (the "Company"), and the party listed as the purchaser on the signature page hereof (the "Purchaser").

One Madison Corp – Investment Management Trust Agreement (January 22nd, 2018)

This Investment Management Trust Agreement (this "Agreement") is made as of January 17, 2018 by and between One Madison Corporation, a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, located at 1 State Street, 30th Floor, New York, New York 10004 (the "Trustee").

Avista Healthcare Public Acquisition Corp. – January 21, 2018 (January 22nd, 2018)
Re: Employment Agreement (January 22nd, 2018)

This letter agreement (this "Agreement") sets forth the terms and conditions of your employment as Executive Vice President and Chief Financial Officer of The Priceline Group Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the "Company"), effective as of March 1, 2018 (the "Effective Date"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company agree as follows:

Patrick Industries, Inc. – Wells Fargo Bank, National Association (January 22nd, 2018)
One Madison Corp – Private Placement Warrants Purchase Agreement (January 22nd, 2018)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT is entered into as of January 17, 2018 (as it may from time to time be amended, this "Agreement"), by and between One Madison Corporation, a Cayman Islands exempted company (the "Company"), and the party listed as the purchaser on the signature page hereof (the "Purchaser").

One Madison Corp – One Madison Corporation 3 East 28th Street, 8th Floor New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen: (January 22nd, 2018)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among One Madison Corporation, a Cayman Islands exempted company (the "Company"), Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the "Representatives") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 30,000,000 of the Company's units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any, the "Units"), each comprised of one of the Company's Class A ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), and one-half of one redeemable warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering