Arizona Sample Contracts

Share Cite Term
Link

Embed (HTML)
SECURITY AGREEMENT (PFI General -- All-Inclusive Security Interest Covering Personal Property) (With Select Financing Provisions) (November 17th, 2017)

THIS SECURITY AGREEMENT ("this Agreement" or "Security Agreement") is entered into on November 15, 2017 ("Effective Date") by and between MagneGas Corporation, a Delaware corporation ("Debtor"), as lessee and debtor, with and for the benefit of Point Financial, Inc., an Arizona corporation ("Lessor"), its transferees, and assigns, as lessor and secured party. (The Lessor and each subsequent transferee of the Lease Agreement described below, whether taking by endorsement or otherwise, are herein successively called "Secured Party." Debtor and Secured Party are referenced collectively as the "Parties" and individually as a "Party".)

Purchase and Put Agreement (November 17th, 2017)

THIS PURCHASE AND PUT AGREEMENT (this "Agreement") is entered into on November 15, 2017 ("Effective Date") by and between Point Financial, Inc., an Arizona corporation ("Lessor"), and MagneGas Corporation, a Delaware corporation ("Lessee").

AGREEMENT AND PLAN OF MERGER by and Among UPLAND SOFTWARE, INC., QUEST ACQUISITION CORPORATION I, QVIDIAN CORPORATION, and CHRISTIAN L. MEININGER, as Securityholder Representative Dated as of November 16, 2017 (November 17th, 2017)
Landlord Lien Subordination Agreement (November 17th, 2017)

THIS LANDLORD LIEN SUBORDINATION AGREEMENT, dated as of November 15, 2017, is made by and among [ ] ("Landlord"), Equipment Sales and Service, Inc., a Florida corporation; MagneGas Corporation, a Delaware corporation (collectively, "Tenant"), and POINT FINANCIAL, INC., an Arizona corporation ("Lender").

Bill of Sale (November 17th, 2017)

This BILL OF SALE (this "Agreement" or "Bill of Sale"), dated the 15th day of November, 2017 (the "Effective Date") from MagneGas Corporation, a Delaware corporation (hereinafter called "Seller") to Point Financial, Inc., an Arizona corporation (hereinafter called "Buyer").

SECURITY AGREEMENT (PFI General -- Intellectual Property Collateral) (November 17th, 2017)

THIS SECURITY AGREEMENT ("this Agreement" or "Security Agreement") is entered into on November 15, 2017 ("Effective Date") by and between MagneGas Corporation, a Delaware corporation ("Debtor"), as borrower and debtor, with and for the benefit of Point Financial, Inc., an Arizona corporation ("Lessor"), its transferees, and assigns, as lessor and secured party. (The Lessor and each subsequent transferee of or of any interest in the Lease Agreement described below, whether taking by endorsement or otherwise, are herein successively called "Secured Party." Debtor and Secured Party are referenced collectively as the "Parties" and individually as a "Party".)

Equipment Lease Agreement (November 17th, 2017)

THIS EQUIPMENT LEASE AGREEMENT ("Lease") is entered into as of November 15, 2017 ("Effective Date"), by and between Point Financial, Inc., an Arizona corporation, having its principal place of business at 3318 East Kachina Drive, Phoenix, Arizona 85044 ("Lessor") and MagneGas Corporation, a Delaware corporation, having its principal place of business at 11885 44th Street North, Clearwater, Florida 33762 ("Lessee").

SenesTech, Inc. – SENESTECH, INC. Warrant to Purchase Common Stock (November 17th, 2017)

SenesTech, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined in Section 1(b)) then in effect, at any time or times on or after the Issuance Date (the "Initial Exercisability Date"), but not after 11:59 p.m., Eastern time, on the Expiration Date, up to such number of fully paid and non-assessable shares of Common Stock equal to [________], subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Series [*] Warrant to Purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18. This

SECURITY AGREEMENT (Collateral Assignment and Pledge of Ownership Interests in Subsidiaries) (November 17th, 2017)

THIS SECURITY AGREEMENT ("Agreement" or "Security Agreement") is entered into on November 15, 2017 ("Effective Date") by and between MagneGas Corporation, a Delaware corporation ("Debtor"), as lessee, assignor, pledgor and debtor, and Point Financial, Inc., an Arizona corporation ("Secured Party"), as lessor, assignee, pledgee and secured party. Debtor and Secured Party sometimes may be referred to collectively as the "Parties" or individually as a "Party."

Jolley Marketing Inc – Management Reimbursement Agreement (November 17th, 2017)

THIS MANAGEMENT REIMBURSEMENT AGREEMENT (this "Agreement"), executed this 17th day of November 2017, is by and between Creative Medical Health, Inc., a Delaware corporation ("CMH"), Creative Medical Technology Holdings, Inc., a Nevada corporation ("CELZ"), and Creative Medical Technologies, Inc., a Nevada corporation ("CMT").

United Mines Inc – Stock Purchase Warrant (November 16th, 2017)

THIS IS TO CERTIFY that, for value received, XXXXXX., a Arizona corporation and/or assigns (the "Holder") is entitled, subject to the terms and conditions set forth herein, to purchase from WEED Inc., a Nevada corporation (the "Company") up to XXXXXXXXXXXXXXXX (XXX,XXX) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $3.00 (Three Dollars) per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices.

SenesTech, Inc. – SENESTECH, INC. Warrant to Purchase Common Stock (November 16th, 2017)

SenesTech, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined in Section 1(b)) then in effect, at any time or times on or after the Issuance Date (the "Initial Exercisability Date"), but not after 11:59 p.m., Eastern time, on the Expiration Date, up to such number of fully paid and non-assessable shares of Common Stock equal to [________], subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Series [*] Warrant to Purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18. This

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2017)
Golden Queen Mining Co Ltd – Standby Guarantee Agreement (November 16th, 2017)

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

United Mines Inc – Securities Purchase Agreement (November 16th, 2017)

This Securities Purchase Agreement (this "Agreement") is made and entered into effective as of the Xh. Day of XXXXXX, 2017 (the "Effective Date") by and between WEED Inc., a Nevada corporation (the "Company"), formerly United Mines Inc. and XXXXX XXXXXXX, an individual (the "Purchaser"). The Company and Purchaser shall each be referred to as a "Party" and collectively as the "Parties."

Toyota Auto Receivables 2017-D Owner Trust – Sale and Servicing Agreement (November 15th, 2017)

SALE AND SERVICING AGREEMENT, dated as of November 15, 2017, among TOYOTA AUTO RECEIVABLES 2017-D OWNER TRUST, a Delaware statutory trust (the "Issuer"), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company ("TAFR LLC" or the "Seller"), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC," the "Sponsor" or the "Servicer").

Pure Cycle Corporation – PCY HOLDINGS, LLC and TAYLOR MORRISON OF COLORADO, INC. CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (Sky Ranch) (November 15th, 2017)

THIS CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Contract") is entered into as of the last date of the signatures hereto (the "Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and TAYLOR MORRISON OF COLORADO, INC., a Colorado corporation ("Purchaser").

Debt Settlement and Subscription Agreement (November 14th, 2017)

70,000,000 Series C Shares at a deemed price of US$0.0101 per Series C Share for an aggregate deemed cost equal to the Indebtedness under the Note in settlement of the Indebtedness.

Northsight Capital, Inc. – NORTHSIGHT CAPITAL, INC. 7580 E. Gray Road, #103 Scottsdale, AZ 85260 (November 14th, 2017)

This letter is intended to summarize the principal terms of a proposal by Northsight Capital, Inc. (the ''Buyer'') to acquire 80% of the issued and outstanding capital stock of Westcliff Technologies, a California Corporation (the ''Company''), and 49% of ''NewCo'', which operates a business focused upon the currently called ''bitcoin'' industry. The acquisition will take the form of a stock exchange, in accordance with the provisions set forth below.

Mountain High Acquisitions Corp. – Secured Convertible Promissory Note (November 14th, 2017)

This Note carries an OID of $31,000.00. In addition, Borrower agrees to pay $5,000.00 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 and the Warrant (as defined in the Purchase Agreement) shall be $310,000.00 (the "Purchase Price"), computed as follows: $346,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Notes (as defined in the Purchase Agreement) and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). This Note shall be comprised of three (3) tranches (each, a "Tranche"), consisting of (i) an initial Tranc

Mountain High Acquisitions Corp. – Convertible Promissory Note (November 14th, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent Dated as of December 1, 2015 J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Bookrunners (November 14th, 2017)

CREDIT AGREEMENT (this Agreement), dated as of December 1, 2015 among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and JPMORGAN CHASE BANK, N.A., as administrative agent.

Western Capital Resources, Inc. – Consent and Third Loan Modification Agreement (November 14th, 2017)

THIS CONSENT AND THIRD LOAN MODIFICATION AGREEMENT (this "Agreement"), is made and entered into as of October 3, 2017, by and among WESTERN CAPITAL RESOURCES, INC., a Delaware corporation (the "Borrower"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER (together with the Borrower, collectively, the "Loan Parties", and each, individually, a "Loan Party"), and FIFTH THIRD BANK, an Ohio corporation (together with its successors and assigns, the "Lender").

Western Capital Resources, Inc. – Consent and Second Loan Modification Agreement (November 14th, 2017)

THIS CONSENT AND SECOND LOAN MODIFICATION AGREEMENT (this "Agreement"), is made and entered into as of July 18, 2017 but effective as of July 1, 2017, by and among WESTERN CAPITAL RESOURCES, INC., a Delaware corporation (the "Borrower"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER (together with the Borrower, collectively, the "Loan Parties", and each, individually, a "Loan Party"), and FIFTH THIRD BANK, an Ohio corporation (together with its successors and assigns, the "Lender").

Mountain High Acquisitions Corp. – Convertible Promissory Note (November 14th, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Denali Therapeutics Inc. – 2015 STOCK INCENTIVE PLAN OF DENALI THERAPEUTICS INC. (As Amended Through December 13, 2016) (November 13th, 2017)
Escondido Innovations, Inc. – Agreement (November 13th, 2017)

This agreement (the "Agreement"), effective as of May 6, 2014 (the "Effective Date"), is made and entered into by and between MJW Music, LLC an Arizona Limited Liability Company, ("MJW"), on the one hand, and Stuck Subway Movie, Inc. , a New York Corporation ("Subway"), on the other hand, and is based upon the following recitals of fact:

Palatin Technologies, Inc. – LICENSE AGREEMENT by and Between SHANGHAI FOSUN PHARMACEUTICAL INDUSTRIAL DEVELOPMENT CO. LTD. And PALATIN TECHNOLOGIES, INC. September 6, 2017 (November 13th, 2017)

This License Agreement (the "Agreement") is entered into as of September 6, 2017 (the "Effective Date"), by and between Shanghai Fosun Pharmaceutical Industrial Development Co. Ltd., a limited liability company organized and existing under the laws of the People's Republic of China and having a registered principal place of business at No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai City, 200233, the People's Republic of China ("Fosun") and Palatin Technologies, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 4-B Cedar Brook Drive, Cedar Brook Corporate Center, Cranbury, NJ 08512 ("Palatin"). Fosun and Palatin may each be referred to herein individually as a "Party" and collectively as the "Parties."

Advanced Voice Recognition Systems, Inc – Contract (November 13th, 2017)
VEREIT Operating Partnership, L.P. – Contract (November 13th, 2017)
Escondido Innovations, Inc. – Contract (November 13th, 2017)
Everspin Technologies Inc – Contract (November 13th, 2017)
Contract (November 13th, 2017)
Contract (November 13th, 2017)
Contract (November 13th, 2017)