New York Sample Contracts

DEPOSIT AGREEMENT Among NISOURCE INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. And THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of December 5, 2018 (December 6th, 2018)
Corporate Office Properties, L.P. Third Amended and Restated Limited Partnership Agreement (December 6th, 2018)

The undersigned, being the General Partner of CORPORATE OFFICE PROPERTIES, L.P. (the "Partnership"), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, does hereby enter into this Third Amended and Restated Partnership Agreement as of this 5th day of December, 2018.

Nissan Auto Receivables 2018-C Owner Trust – SALE AND SERVICING AGREEMENT Among NISSAN AUTO RECEIVABLES 2018-C OWNER TRUST, as Issuer, NISSAN AUTO RECEIVABLES CORPORATION II, as Seller, NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee Dated as of December 12, 2018 (December 6th, 2018)
Replidyne, Inc. – CARDIOVASCULAR SYSTEMS, INC. And ___________________, as Trustee INDENTURE Dated as of ___________, _______ (December 6th, 2018)

INDENTURE, dated as of , , by and between Cardiovascular Systems, Inc., a Delaware corporation, as Issuer (the "Company") and , a organized under the laws of , as Trustee (the "Trustee").

Debenture (December 6th, 2018)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Bears Holding Sub, Inc. – Support Agreement (December 6th, 2018)
Del Frisco's Restaurant Group, Inc. – RIGHTS AGREEMENT Dated as of December 5, 2018 Between DEL FRISCOS RESTAURANT GROUP, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (December 6th, 2018)
Watford Holdings Ltd. – Second Amended and Restated Investment Management Agreement (December 6th, 2018)

This Second Amended and Restated Investment Management Agreement (this "Agreement"), dated as of April 30, 2018 and effective as of January 1, 2018, is entered into by and among Watford Re Ltd., a Bermuda exempted company with limited liability (the "Company"), Watford Holdings Ltd., a Bermuda exempted company with limited liability (the "Parent"), HPS Investment Partners, LLC, a Delaware limited liability company (f/k/a Highbridge Principal Strategies, LLC) (the "Investment Manager") and, solely for the limited purposes set forth in Sections 3(a), 5(b), 14(b)(iii), 19 and 25, Arch Underwriters Ltd., a Bermuda exempted company with limited liability ("AUL").

Nissan Auto Receivables 2018-C Owner Trust – INDENTURE NISSAN AUTO RECEIVABLES 2018-C OWNER TRUST, as Issuer and as Indenture Trustee Dated as of December 12, 2018 (December 6th, 2018)
Watford Holdings Ltd. – Watford Holdings Ltd. Common Shareholders' Agreement (December 6th, 2018)

This COMMON SHAREHOLDERS' AGREEMENT (this "Agreement") is made as of March 25, 2014, by and among, Watford Holdings Ltd., a Bermuda exempted company with limited liability (the "Company"), and the shareholders of the Common Shares of the Company who acquired Common Shares on or prior to the Closing Date in connection with the offering of Common Shares contemplated by the PPM (the "Existing Shareholders"). The Existing Shareholders and any other shareholder of the Company who agrees in writing to become bound by this Agreement, and each of their respective successors and permitted assignees, are collectively referred to herein as the "Shareholders" and each individually as a "Shareholder."

Employment Agreement (December 6th, 2018)

This EMPLOYMENT AGREEMENT (the "Agreement") between Synthetic Biologics, Inc., a Nevada corporation, (the "Company"), and Steven A. Shallcross (the "Executive") is effective as of December 6, 2018 (the "Effective Date").

Schultze Special Purpose Acquisition Corp. – Warrant Agreement (December 6th, 2018)

This agreement (this "Agreement") is made as of ____________, 2018 between Schultze Special Purpose Acquisition Corp., a Delaware corporation, with offices at 800 Westchester Avenue, Suite 632, Rye Brook, NY 10573 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 ("Warrant Agent").

Watford Holdings Ltd. – Contract (December 6th, 2018)

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, SALE, OR DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT.

Zymeworks Inc. – Contract (December 6th, 2018)
Contract (December 6th, 2018)
Contract (December 6th, 2018)
Contract (December 6th, 2018)
Contract (December 6th, 2018)
Walgreens Boots Alliance, Inc. – Contract (December 6th, 2018)
Watford Holdings Ltd. – Contract (December 6th, 2018)

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, SALE, OR DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT.

Contract (December 6th, 2018)
Trident Brands Inc – Contract (December 6th, 2018)
Shareholder Support Agreement (December 6th, 2018)
Applied DNA Sciences – Contract (December 6th, 2018)
Watford Holdings Ltd. – Guarantee Agreement (December 6th, 2018)

This GUARANTEE AGREEMENT (this "Agreement"), dated as of January 1, 2017, is entered into by and among Watford Specialty Insurance Company, a New Jersey domiciled excess and surplus lines insurance company ("WSIC") and Arch Capital Group (U.S.) Inc., a Delaware holding company ("Arch") indirectly wholly-owned by Arch Capital Group Ltd.

Zymeworks Inc. – Contract (December 6th, 2018)
Landec Corporation – Contract (December 6th, 2018)
Contract (December 6th, 2018)
Propanc Health Group Corp – Contract (December 6th, 2018)
Bears Holding Sub, Inc. – Support Agreement (December 6th, 2018)
Watford Holdings Ltd. – Continuing Agreement for Standby Letters of Credit (December 6th, 2018)

The undersigned applicant (the "Applicant") is entering into this Continuing Agreement for Standby Letters of Credit (this "Agreement") in order to induce Lloyds Bank plc (the "Bank") to issue, at the request of the Applicant from time to time, through the Bank's office located at 1095 Avenue of the Americas, 34th Floor, New York, NY 10036 (the Bank's "Issuing Branch"), one or more stand-by letters of credit. Each such stand-by letter of credit, as it may, from time to time, be amended or modified with the consent of the Applicant is hereinafter called, a "Credit". The Applicant hereby agrees with the Bank as follows with respect to each such Credit:

Watford Holdings Ltd. – Guarantee Agreement (December 6th, 2018)

This GUARANTEE AGREEMENT (this "Agreement"), dated as of January 1, 2017, is entered into by and among Watford Insurance Company, a New Jersey domiciled insurance company ("WIC") and Arch Capital Group (U.S.) Inc., a Delaware holding company ("Arch") indirectly wholly-owned by Arch Capital Group Ltd.

Takeda Pharmaceutical Co Ltd – Contract (December 6th, 2018)
Contract (December 6th, 2018)
Contract (December 6th, 2018)