Arizona Sample Contracts

Warrant Amendment (January 18th, 2018)

This WARRANT AMENDMENT (this "Amendment") is dated as of December , 2014, by and among LiveDeal, Inc., a Nevada corporation (the "Company"), and the holder signatory hereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Warrant (as defined below).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 10, 2018 (January 17th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 6, 2014 (the Credit Agreement or Agreement), is by and among HYATT HOTELS CORPORATION, a Delaware corporation (Hyatt), HOTEL INVESTORS I, INC., a societe a responsabilite limitee duly incorporated and validly existing under the laws of the Grand-Duchy of Luxembourg, having its registered office at 2-4, rue Eugene Ruppert, L-2453 Luxembourg, Grand-Duchy of Luxembourg, with a share capital of USD 20,000.- and registered with the Luxembourg Registre de Commerce et des Societes, Luxembourg under number B 157.496 (the Foreign Borrower), those Material Domestic Subsidiaries of Hyatt identified as Guarantors on the signature pages hereto and such other Subsidiaries of Hyatt as may from time to time become a party hereto (the Guarantors), the lenders named herein and such other lenders as may become a party hereto (collectively, the Lenders and individually, a Lender), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrati

Andina II Holdco Corp. – Lease Agreement (January 16th, 2018)

THIS LEASE AGREEMENT (this "Lease"), dated as of December 23, 2015 (the "Effective Date"), by and between CARS MTI-4 L.P., a Delaware limited partnership ("Landlord"), and LDRV HOLDINGS CORP., a Delaware corporation ("Tenant").

Forum Merger Corp – Avaya Inc. Reseller Master Terms and Conditions (January 12th, 2018)

This Reseller Agreement (Agreement) is made effective as of Jul 03 2002 (Effective Date) by and between Avaya Inc. (Avaya) a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and North American Communications Resource, Inc. dba NACR, Inc., (Reseller) a Minnesota corporation, with offices located at 3344 Highway 149, Eagan, MN 55121.

Pure Cycle Corporation – TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (Sky Ranch) (January 9th, 2018)

THIS TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Amendment") is made as of November _____, 2017 ("Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and TAYLOR MORRISON OF COLORADO, INC., a Colorado corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties."

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and COMPASS BANK, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUNTRUST BANK, as Documentation Agents Dated as of [_____________], 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and COOOPERA (January 9th, 2018)

CREDIT AGREEMENT (this Agreement), dated as of [ ], among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the Company), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.

Pure Cycle Corporation – TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (Sky Ranch) (January 9th, 2018)

THIS TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Amendment") is made as of the date the last of the Parties executes and dates this Amendment (the "Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and KB HOME COLORADO INC., a Colorado corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties."

Agreement of Share Exchange and Plan of Reorganization (January 8th, 2018)

THIS AGREEMENT made and entered into as of the 31st day of December 2017, by and between UPD Holding Corp., a Nevada corporation (hereinafter called "UPD"), and Record Street Brewing Co., a Nevada corporation (hereinafter called "RSB").

PetIQ, Inc. – Unit Purchase Agreement (January 8th, 2018)

THIS UNIT PURCHASE AGREEMENT (this "Agreement") is entered into as of January 5, 2018, by and among PetIQ, Inc., a Delaware corporation ("PetIQ"), PetIQ Holdings, LLC, a Delaware limited liability company ("Holdings"), PetIQ, LLC, an Idaho limited liability company (the "Buyer"), Community Veterinary Clinics, LLC, a Delaware limited liability company (the "Company"), VIP Petcare Holdings, Inc. (the "Seller"), Will Santana ("Santana") and Kenneth Pecoraro ("Pecoraro" and together with Santana, each a "Stockholder" and together, the "Stockholders"). Capitalized terms shall have the meanings set forth herein.

Adomani, Inc. – Securities Purchase Agreement (January 8th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of January 5, 2018, between ADOMANI, 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").

Rich Uncles NNN REIT, Inc. – Purchase Agreement (January 8th, 2018)

THIS PURCHASE AGREEMENT ("Agreement") is made as of the 18th day of December, 2017 ("Effective Date" to be the day folly executed), by and between REASONS AVIATION, LLC, an Arizona limited liability company ("Seller") and RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Purchaser"). In consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Bioceres S.A. – Certain Confidential Information Contained in This Agreement and the Schedules Hereto Marked by *** Has Been Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to Rule 406 of the Securities Act of 1933, as Amended. (January 8th, 2018)

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is dated as of February24, 2012 (the "Effective Date") andmade by and among Verdeca LLC, aDelaware limited liability company (the "Company"), Bioceres, Inc., a Delaware corporation ("BUSA"), and Arcadia Biosciences, Inc. an Arizona corporation ("Arcadia").

Isoray – Collaborative Development Agreement (January 8th, 2018)

This Collaborative Development Agreement (the "Agreement"), effective as of March 13, 2017, (the "Effective Date"), is made by and between IsoRay Medical, Inc., a Delaware corporation with offices at 350 Hills St., Suite 106, Richland, WA 99354 ("IsoRay"), and GammaTile, LLC, an Arizona limited liability company, having its principal place of business at 2242 E. Catclaw St Gilbert, AZ 85296 ("GammaTile LLC"). IsoRay and GammaTile LLC may be referred to herein individually as a "Party", and collectively as the "Parties".

US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

Securities Purchase Agreement (January 5th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 2, 2018, by and between OMAGINE, INC., a Delaware corporation, with headquarters located at 136 Madison Avenue, 5th Floor, New York, NY 10016 (the "Company"), and EINSTEIN INVESTMENTS LLC, an Arizona limited liability company, with its address at 2415 E Camelback Rd., Suite 700, Phoenix, AZ 85016 (the "Buyer"). The Company and the Buyer are sometimes referred to herein individually as a "party' and collectively as the "parties".

Convertible Promissory Note (January 5th, 2018)

FOR VALUE RECEIVED, OMAGINE, INC., a Delaware corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of EINSTEIN INVESTMENTS LLC, an Arizona limited liability company, or its assigns (the "Holder") the sum of US $65,625.00 together with any interest as set forth herein, on October 2, 2018 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may be prepaid at any time on or before the 180th calendar day after the Issue Date by the Borrower paying, as the case may be, the amount as defined below in Section 1.9. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty four percent (24%) per annum or (ii) the maximum amount allo

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.

Broadleaf Capital Partners Inc. – Membership Interest Purchase Agreement (January 4th, 2018)

This Membership Interest Purchase Agreement (this "Agreement"), dated as of January 3, 2018 (the "Effective Date"), is entered into between TimefireVR Inc., a Nevada corporation ("Seller") and Mitchell Saltz, an individual, and/or his assigns ("Buyer").

Broadleaf Capital Partners Inc. – Senior Secured Promissory Note (January 4th, 2018)

FOR VALUE RECEIVED, Timefire LLC, an Arizona limited liability company ("TLLC"), hereby promises to pay to the order of TimefireVR Inc., a Nevada corporation or its assigns ("TVR") the amount set forth above as the Original Principal Amount (the "Principal") when due, whether upon the Maturity Date, upon acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date, upon acceleration or otherwise (in each case in accordance with the terms hereof). This Senior Secured Promissory Note (this "Note") is issued by TLLC to TVR pursuant to the terms of that certain Membership Interest Purchase Agreement dated as of the Issuance Date (the "MIPA"). Certain capitalized terms used herein are defined in Section 18 herein.

Steadfast Apartment REIT, Inc. – GUARANTY MULTISTATE (Revised 10-11-2017) (January 4th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of December 29, 2017, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Broadleaf Capital Partners Inc. – Certificate of Designations of Series E Convertible Preferred Stock of Timefirevr Inc. (January 4th, 2018)

I, Jonathan Read, hereby certify that I am the Chief Executive Officer and Secretary of TimeFireVR Inc. (the "Company"), a corporation organized and existing under the Chapter 78 of the Nevada Revised Statues (the "NRS"), and further do hereby certify:

Tortoise Capital Resources Corporation – PINEDALE CORRIDOR, LP 6.50% Senior Secured Notes Due December 29, 2022 SECOND AMENDED AND RESTATED TERM CREDIT AGREEMENT AND NOTE PURCHASE AGREEMENT Dated December 29, 2017 (January 4th, 2018)

Reference is made to that certain Term Credit Agreement, dated as of December 7, 2012, as amended and restated by that certain Amended and Restated Term Credit Agreement, dated as of December 14, 2012, by and among Pinedale Corridor, LP, a Delaware limited partnership (the "Company"), as borrower, the lenders party thereto (the "Original Lenders") and KeyBank National Association ("KeyBank"), as administrative agent for the Original Lenders (the "Agent"; and such Agreement as further amended, supplemented or otherwise modified prior to the date hereof, the "Original Credit Agreement"). To secure the obligations of the Company under the Original Credit Agreement, the Company and CorEnergy Infrastructure Trust, Inc. ("CORR") entered into the Security Documents (as defined herein) with the Agent.

Steadfast Apartment REIT, Inc. – GUARANTY MULTISTATE (Revised 10-11-2017) (January 4th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of December 29, 2017, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Steadfast Apartment REIT, Inc. – GUARANTY MULTISTATE (Revised 10-11-2017) (January 4th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of December 29, 2017, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Commercial Metals Company – STOCK AND ASSET PURCHASE AGREEMENT by and Among GNA FINANCING INC., GERDAU AMERISTEEL US INC., GERDAU AMERISTEEL SAYREVILLE INC., GERDAU AMERISTEEL WC, INC., CMC STEEL FABRICATORS, INC., CMC STEEL US, LLC and COMMERCIAL METALS COMPANY DATED DECEMBER 29, 2017 (January 2nd, 2018)

This Stock and Asset Purchase Agreement (this Agreement) is made and entered into this 29th day of December, 2017, by and among GNA Financing Inc., a Delaware corporation (Seller), Gerdau Ameristeel US Inc., a Florida corporation (Selling Subsidiary 1), Gerdau Ameristeel Sayreville Inc., a Delaware corporation (Selling Subsidiary 2), Gerdau Ameristeel WC, Inc., a Delaware corporation (Selling Subsidiary 3 and, together with Selling Subsidiary 1 and Selling Subsidiary 2, the Selling Subsidiaries), CMC Steel Fabricators, Inc., a Texas corporation (Equity Purchaser), CMC Steel US, LLC, a Delaware limited liability company (GP/Asset Purchaser and together with Equity Purchaser, Purchasers and each a Purchaser), and Commercial Metals Company, a Delaware corporation (Guarantor). Seller, the Selling Subsidiaries, Purchasers and Guarantor are herein referred to individually as a Party and collectively as the Parties.

Compensation Agreement (January 2nd, 2018)

THIS COMPENSATION AGREEMENT (this "Agreement") is made and entered into as of the 28th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the "Company"), (ii) QuoteMedia, Ltd., a corporation organized under the laws of British Columbia, Canada ("QuoteMedia"), and (iii) David M. Shworan ("Shworan").

Debt Exchange Agreement (January 2nd, 2018)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 28th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the "Company"), and (ii) Bravenet Web Services, Inc. ("Bravenet") and Harrison Avenue Holdings Ltd. ("Harrison," and together with Bravenet, the "Debt Holders").

Debt Forgiveness Agreement (January 2nd, 2018)

THIS DEBT FORGIVENESS AGREEMENT (this "Agreement") is made and entered into as of the 28th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the "Company"), and (ii) Bravenet Web Services, Inc. ("Bravenet") and Harrison Avenue Holdings Ltd. ("Harrison," and together with Bravenet, the "Debt Holders").

$550,000,000 BRIDGE CREDIT AGREEMENT Dated as of January 2, 2018 Among MOLINA HEALTHCARE, INC., as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and MORGAN STANLEY SENIOR FUNDING, INC. As Joint Lead Arrangers and Joint Bookrunners (January 2nd, 2018)

THIS BRIDGE CREDIT AGREEMENT (this "Agreement") is made and entered into as of January 2, 2018, by and among MOLINA HEALTHCARE, INC., a Delaware corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent").

Ample-Tee, Inc. – Contract (December 29th, 2017)

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE 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 OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPT ABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

CB Pharma Acquisition Corp. – Amended and Restated Stock Purchase Agreement (December 29th, 2017)

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, the "Agreement") is made and entered into as of February 14, 2017, by and among: HIGHTIMES HOLDING CORP., a Delaware corporation ("Purchaser" or "Holdings"); TRANS-HIGH CORPORATION, a New York corporation (the "Company"); and the Persons whose names and signatures are listed on the signature page of this Agreement under the heading "Company Stockholders" (each a "Company Stockholder" and collectively, the "Company Stockholders"). The Company and the Company Stockholders are hereinafter sometimes individually referred to as a "Selling Party" and collectively as the "Selling Parties." The Selling Parties and the Purchaser are hereinafter sometimes collectively referred to as the "Parties." Certain other capitalized terms used in this Agreement are defined in Exhibit A annexed hereto.

ARMO BioSciences, Inc. – Armo Biosciences, Inc. 2012 Stock Plan Adopted on December 20, 2012 as Amended May 16, 2014 as Amended November 4, 2015 (December 29th, 2017)
Andina II Holdco Corp. – Employment Agreement (December 29th, 2017)

This EMPLOYMENT AGREEMENT (the "Agreement") by and between WILLIAM MURNANE ("Executive") and ANDINA II HOLDCO CORP. (to be named LAZYDAYS HOLDINGS, INC.), a Delaware corporation (the "Company"), is made and entered into as of November _, 2017, to be effective as of the Closing (as defined below).

CB Pharma Acquisition Corp. – Agreement (December 29th, 2017)

THIS AGREEMENT ("Agreement") is entered into as of the 31st day of October 2017, by and among Approved Trust 1, Colleen Manley and Jessica Manley, as Co-Trustees ("Approved Trust"); Eggluftstein Sub Trust, Colleen Manley, Trustee ("Eggluftstein"); Judith Baker, an individual ("Baker"); Candlelight Trust, Judith Baker, Trustee ("Candlelight") and Hightimes Holding Corp., a Delaware corporation ("Holdings"). The Approved Trust, Egglufstein, Baker and Candlelight are hereinafter sometimes collective referred to as the "Purchase Noteholders" and the Purchase Noteholders and Holdings are hereinafter sometimes individually referred to as a "Party" and collectively as the "Parties.

Andina II Holdco Corp. – Employment Agreement (December 29th, 2017)

This EMPLOYMENT AGREEMENT (the "Agreement") by and between MAURA L. BERNEY ("Executive") and ANDINA II HOLDCO CORP. (to be named LAZYDAYS HOLDINGS, INC.), a Delaware corporation (the "Company"), is made and entered into as of November _, 2017, to be effective as of the Closing (as defined below).