New York Sample Contracts

MDU Resources – Distribution Agreement (February 22nd, 2019)

MDU Resources Group, Inc., a Delaware corporation (the Company), confirms its agreement with each of J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each, an Agent, and together, the Agents), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of up to 10,000,000 shares (the Maximum Number) of Common Stock, $1.00 par value per share (the Common Stock), of the Company on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the Shares and are described in the Prospectus referred to below.

Re: Change in Control Agreement (February 22nd, 2019)
Personal Performance Award Agreement Exhibit for the Three Year Performance Period Ending December 31, 2021 (February 22nd, 2019)
3M COMPANY 2.750% Notes Due 2022 3.250% Notes Due 2024 (Reopening) 3.375% Notes Due 2029 4.000% Notes Due 2048 (Reopening) TERMS AGREEMENT (February 22nd, 2019)
Contract (February 22nd, 2019)
MSCI Inc – Amendment (February 22nd, 2019)

AMENDMENT to the Index License Agreement for Funds (internal MSCI reference IXF_00040) dated as of March 18, 2000 (as amended, the "Agreement") by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) ("MSCI") and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.) ("Licensee"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

MSCI Inc – 2019 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the Msci Inc. 2016 Omnibus Incentive Plan (February 22nd, 2019)

MSCI Inc. ("MSCI," and together with its Subsidiaries, the "Company") hereby grants to you Performance Stock Units ("PSUs") as described below. The awards are being granted under the MSCI Inc. 2016 Omnibus Incentive Plan (as may be amended from time to time, the "Plan").

Amended and Restated Transition Services Agreement (February 22nd, 2019)

This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT, dated as of February 15, 2019 and effective as of January 1, 2019 (the "Effective Date"), is by and among Tricadia Holdings, L.P., a Delaware limited partnership ("Tricadia"), Tiptree Inc. a Maryland corporation ("Tiptree") as successor in interest to Tiptree Financial Partners, L.P. and, solely with respect to amending and restating the Original TSA (defined below), Tiptree Asset Management Company, LLC, a Delaware limited liability company ("TAMCO").

Fixed Rate Medium-Term Note (Face of Security) (February 22nd, 2019)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Generex Biotechnology Corporation – Securities Purchase Agreement (February 22nd, 2019)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 28, 2019, by and between GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation, with headquarters located at 10102 USA Today Way, Miramar, FL 33025 (the "Company"), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the "Buyer").

Ford Credit Auto Lease Trust 2019-A – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO LEASE TRUST 2019-A, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of February 1, 2019 (February 22nd, 2019)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of February 1, 2019 (this Agreement), among FORD CREDIT AUTO LEASE TRUST 2019-A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

NGFC Equities, Inc. – 1,000,000 Shares American Resources Corporation Underwriting Agreement (February 22nd, 2019)
MSCI Inc – Contract (February 22nd, 2019)

THIS AMENDMENT (this "Amendment") dated as of September 10, 2018 (the "Amendment Effective Date") is made to the Previous Amendment (as defined below) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) ("MSCI") and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) ("Licensee"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Previous Amendment, the Previous Name Change Amendment (as defined below) or the Agreement (as defined below), as the case may be.

First Amendment to Credit Agreement (February 22nd, 2019)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 10, 2018 (the "First Amendment Effective Date"), is entered into among INTUIT INC. (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA, N.A., as Lead Administrative Agent (the "Lead Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

Pure Bioscience – First Amendment to Warrant to Purchase Common Stock (February 22nd, 2019)

This First Amendment (the "Amendment") to Warrant to Purchase Common Stock (the "Warrant"), is made and entered into effective as of [___________], 2019 (the "Effective Date"), by and between Pure Bioscience, Inc., a Delaware corporation (the "Company") and the undersigned (the "Warrantholder"). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 10, 2018 by and Among (February 22nd, 2019)
GARTNER, INC. LONG-TERM INCENTIVE PLAN (January 31, 2019 Amendment and Restatement) (February 22nd, 2019)
Alliance Resource Partners, L.P. – Seventh Amendment to The (February 22nd, 2019)

This SEVENTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this "Amendment"), dated as of January 16, 2019, is entered into by and among the following parties:

Ford Credit Auto Lease Trust 2019-A – EXCHANGE NOTE SALE AGREEMENT Between FORD CREDIT AUTO LEASE TWO LLC, Acting for Its Series of Limited Liability Company Interests Designated as the 2019-A Series, as Depositor and FORD CREDIT AUTO LEASE TRUST 2019-A, as Issuer Dated as of February 1, 2019 (February 22nd, 2019)

EXCHANGE NOTE SALE AGREEMENT, dated as of February 1, 2019 (this Agreement), between FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting for its series of limited liability company interests designated as the 2019-A Series, as Depositor, and FORD CREDIT AUTO LEASE TRUST 2019-A, a Delaware statutory trust, as Issuer.

MSCI Inc – Amendment (February 22nd, 2019)

AMENDMENT to the Index License Agreement for Funds (internal MSCI reference IXF_00040) dated as of March 18, 2000 (as amended, the "Agreement") by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) ("MSCI") and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.) ("Licensee"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Generex Biotechnology Corporation – Common Stock Purchase Warrant Generex Biotechnology Corporation (February 22nd, 2019)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the $750,000.00 convertible promissory note to the Holder (as defined below) of even date) (the "Note"), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Generex Biotechnology Corporation, a Delaware corporation (the "Company"), up to 57,143 shares of Common Stock (as defined below) (the "Warrant Shares") (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 2

SECOND AMENDED AND RESTATED TERM LOAN C AGREEMENT Among BRANDYWINE REALTY TRUST and BRANDYWINE OPERATING PARTNERSHIP, L.P., as Borrowers and THE LENDERS IDENTIFIED HEREIN and PNC BANK, NATIONAL ASSOCIATION as Administrative Agent and CAPITAL ONE, NATIONAL ASSOCIATION as Syndication Agent and THE BANK OF NEW YORK MELLON as Documentation Agent and PNC CAPITAL MARKETS LLC and CAPITAL ONE, NATIONAL ASSOCIATION as Joint Lead Arrangers and Joint Bookrunners DATED AS OF DECEMBER 13, 2018 (February 22nd, 2019)
Generex Biotechnology Corporation – Contract (February 22nd, 2019)

THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.

Fixed Rate Medium-Term Note (Face of Security) (February 22nd, 2019)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SUNTRUST BANKS, INC. ANNUAL INCENTIVE PLAN Amended and Restated January 1, 2018 (February 22nd, 2019)
National CineMedia – Employment Agreement (February 22nd, 2019)

THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between National CineMedia, Inc. (the "Company" or "Employer"), and Scott Felenstein ("Executive", and together with the Company or Employer, the "Parties"), is entered into as of April 3, 2017 (the "Execution Date"). In consideration of the covenants and agreements contained herein, the Parties agree as follows:

EIGHTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of February 22, 2019 Among DAIRY GROUP RECEIVABLES, L.P., AS a SELLER, DAIRY GROUP RECEIVABLES II, L.P., AS a SELLER, THE SERVICERS, THE COMPANIES, THE FINANCIAL INSTITUTIONS (February 22nd, 2019)

This Eighth Amended and Restated Receivables Purchase Agreement, dated as of February 22, 2019, is among Dairy Group Receivables, L.P., a Delaware limited partnership (Dairy Group), Dairy Group Receivables II, L.P., a Delaware limited partnership (Dairy Group II and, together with Dairy Group, the Sellers and each a Seller), each of the parties listed on the signature pages hereof as a Servicer (the Servicers, together with the Sellers, the Seller Parties, and each a Seller Party), the entities listed on Schedule A to this Agreement under the heading Financial Institution (together with any of their respective successors and assigns hereunder, the Financial Institutions), SunTrust Bank and Fifth Third Bank (the Terminating Financial Institutions and Companies and, each a Terminating Financial Institution and Company), the entities listed on Schedule A to this Agreement under the heading Company (together with any of their respective successors and assigns hereunder, the Companies), PNC

June 21, 2018 (February 22nd, 2019)
Fortive Corp – Amendment No. 1 to Revolving Credit Agreement (February 22nd, 2019)
Amendment No. 2 (February 22nd, 2019)

AMENDMENT NO. 2, dated as of February 15, 2019 (this "Amendment"), to the Existing Credit Agreement referred to below, among Brooks Automation, Inc., a Delaware corporation (together with its successors and assigns, the "Borrower"), the other Loan Parties (as defined in the Credit Agreement (as defined below)) parties hereto, the Administrative Agent (as defined below) and Morgan Stanley Senior Funding, Inc., as the 2018 Incremental Term B Lender.

Energy Transfer Equity – Le Gp, Llc Amended and Restated Outside Director Compensation Policy (February 22nd, 2019)

Directors of LE GP, LLC who are not direct or indirect employees of LE GP, LLC or any affiliate of LE GP, LLC or Energy Transfer Equity, L.P. ("ETE") ("Outside Directors") shall be entitled to compensation for their services as a director as follows, effective beginning for the fiscal year commencing January 1, 2018.

HULL NO. J34 CREDIT AGREEMENT Dated 22 June 2016 as Novated, Amended and Restated on the Actual Delivery Date Pursuant to a Novation Agreement Dated 22 June 2016 BETWEEN Royal Caribbean Cruises Ltd. As the Borrower, the Lenders From Time to Time Party Hereto, Citibank N.A., London Branch as Global Coordinator Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA Agent and Citibank Europe Plc, UK Branch as Facility Agent and Banco Bilbao Vizcaya Argentaria, Paris Branch, Banco Santander, S.A. Paris Branch, Citibank N.A., London Branch, HSBC France, Societe Generale and Sumitom (February 22nd, 2019)

HULL NO. J34 CREDIT AGREEMENT, dated 22 June 2016 as novated, amended and restated on the Actual Delivery Date (as defined below), is among Royal Caribbean Cruises Ltd., a Liberian corporation (the "Borrower"), Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch in its capacity as agent for the Lenders referred to below in respect of matters related to BpiFrance Assurance Export (in such capacity, the "ECA Agent"), Citibank Europe plc, UK Branch in its capacity as facility agent (in such capacity, the "Facility Agent") and the financial institutions listed in Schedule 1 to the Novation Agreement (as defined below) as lenders (in such capacity, together with each of the other Persons that shall become a "Lender" in accordance with clause 12 of the Novation Agreement or Section 11.11.1 hereof, each of them individually a "Lender" and, collectively, the "Lenders").

MSCI Inc – Amendment (February 22nd, 2019)

AMENDMENT to the Index License Agreement for Funds (internal MSCI reference IXF_00040) dated as of March 18, 2000 (the "Agreement") by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) ("MSCI") and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.) ("Licensee"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

EnLink Midstream, LLC – Cross-Reference Table (February 22nd, 2019)

THIS INDENTURE dated as of , 20 is among EnLink Midstream, LLC, a Delaware limited liability company (the Company), any Subsidiary Guarantors (as defined herein) that may become parties hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee).

MSCI Inc – Contract (February 22nd, 2019)

THIS AMENDMENT (this "Amendment") dated as of May 15, 2018 (the "Amendment Effective Date") is made to the Schedules (as defined below) by and between MSCI Inc. ("MSCI") and BlackRock Fund Advisors ("Licensee"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in each applicable Schedule, as the case may be.