Arizona Sample Contracts

Del Frisco's Restaurant Group, Inc. – ASSET AND EQUITY PURCHASE AGREEMENT Dated as of September 17, 2018 by and Between DEL FRISCO'S RESTAURANT GROUP, INC. And (September 19th, 2018)

This ASSET AND EQUITY PURCHASE AGREEMENT (this "Agreement") dated as of September 17, 2018 by and between Del Frisco's Restaurant Group, Inc., a Delaware corporation ("Seller"), and Sullivan's Holding LLC, a Delaware limited liability company ("Buyer"). Each of Seller and Buyer is referred to herein as a "Party" and collectively as the "Parties".

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

C&J Energy Services Ltd. – Employment Agreement (September 18th, 2018)

This Employment Agreement (this "Agreement") is entered into effective as of September 17, 2018 (the "Effective Date"), by and between C&J Spec-Rent Services, Inc., an Indiana company (the "Company"), and Jan Kees van Gaalen ("Executive").

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Del Frisco's Restaurant Group, Inc. – ASSET AND EQUITY PURCHASE AGREEMENT Dated as of September 17, 2018 by and Between DEL FRISCO'S RESTAURANT GROUP, INC. And (September 18th, 2018)

This ASSET AND EQUITY PURCHASE AGREEMENT (this "Agreement") dated as of September 17, 2018 by and between Del Frisco's Restaurant Group, Inc., a Delaware corporation ("Seller"), and Sullivan's Holding LLC, a Delaware limited liability company ("Buyer"). Each of Seller and Buyer is referred to herein as a "Party" and collectively as the "Parties".

Anaplan, Inc. – Anaplan, Inc. 2012 Stock Plan Adopted on March 6, 2012 Amended on June 19, 2012 Amended on January 24, 2013 Amended on February 28, 2013 Amended on May 8, 2014 Amended on June 17, 2015 Amended on December 30, 2015 Amended on December 14, 2016 Amended on January 20, 2017 Amended on November 20, 2017 Amended on May 2, 2018 Amended on July 22, 2018 Amended on August 17, 2018 (September 14th, 2018)
Private & Confidential (September 13th, 2018)

This letter agreement (the Agreement) outlines the terms and conditions of your retirement from Carlisle Companies Incorporated and, to the extent applicable, its subsidiaries and affiliates (collectively, the Company).

Streamline Health Solutions, Inc. – Employment Agreement (September 12th, 2018)

This EMPLOYMENT AGREEMENT (together with Exhibit A, the "Agreement") is entered as of September 10th, 2018, by and between Streamline Health Solutions, Inc., a Delaware corporation with its headquarters in Atlanta, Georgia (the "Company"), and Thomas J. Gibson, a resident of the state of Georgia ("Executive").

Employment Agreement (September 12th, 2018)

THIS EMPLOYMENT AGREEMENT (the Agreement) is entered into as of September 11, 2018 (the Effective Date), between Aspen Group, Inc., a Delaware corporation (the Company), and Janet Gill (the Executive).

OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

Caterpillar Financial Services Corp – OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

Employment Agreement (September 12th, 2018)

THIS EMPLOYMENT AGREEMENT (the Agreement) is entered into as of September 11, 2018 (the Effective Date), between Aspen Group, Inc., a Delaware corporation (the Company), and Joseph Sevely (the Executive).

OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

CREDIT AGREEMENT (2018 364-Day Facility) Dated as of September 6, 2018 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY and CATERPILLAR FINANCE KABUSHIKI KAISHA, as Borrowers (September 12th, 2018)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Designated Activity Company, a designated activity company organized under the laws of Ireland ("CIF"), Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of Japan ("CFKK"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank Europe plc, UK Branch (formerly known as Citibank International Limited), as the Local Currency Agent, and MUFG Bank, Ltd., as the Japan Local Currency Agent, agree as follows:

Caterpillar Financial Services Corp – OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (2018 364-Day Facility) Dated as of September 6, 2018 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY and CATERPILLAR FINANCE KABUSHIKI KAISHA, as Borrowers (September 12th, 2018)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Designated Activity Company, a designated activity company organized under the laws of Ireland ("CIF"), Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of Japan ("CFKK"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank Europe plc, UK Branch (formerly known as Citibank International Limited), as the Local Currency Agent, and MUFG Bank, Ltd., as the Japan Local Currency Agent, agree as follows:

Skylab USA, Inc. – Contract (September 11th, 2018)

DocuSign Envelope ID: F9808039 -- 0ADF - 44A9 - 9120 - 7496B2377463 AMENDEDSHAREEXCHANGEAGREE:MENT This SHARE EXCHANGE AGREEMENT, dated as of January 15 , 2018 is made by and between SKYLAB USA, INC . (f/k/a Company Venture Capital Corp . ), a Florida corporation (the "Company"), and SKYLAB APPS INC . ("Skylab"), including each of the persons listed on Exhibit A as a Skylab Shareholder (collectively, the " Skylab Shareholders, " and each individually a " Skylab Shareholder" ) . BACKGROUND The Skylab Shareholders have agreed to transfer to the Company, and the Company has agreed to acquire from the Skylab Shareholders, all of the issued and outstanding shares of Skylab (the " Skylab Shares"), in exchange for Ninety Five Percent ( 95 % ) of the common shares of the Company'sCompany Common Stock (the " Exchange Shares"), on the terms and conditions as set forth herein . ARTICLE I. DEFINITIONS Section 1.I Unless the context otherwise requires, the terms defined in this Article

Openwave Systems Ltd – Transaction Agreement (September 11th, 2018)
OUTFRONT Media Inc. – Master Framework Agreement (September 7th, 2018)

This MASTER FRAMEWORK AGREEMENT (this "Framework Agreement"), is made and entered into as of September 6, 2018 (the "Effective Date"), by and among:

Agree Realty Corporation – AGREE REALTY CORPORATION 3,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT (September 7th, 2018)
Select Interior Concepts, Inc. – Fourth Amendment to Financing Agreement (September 7th, 2018)
Arkados Group – Amendment No. 1 to Agreement and Plan of Merger and Reorganization (September 7th, 2018)

Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of July 30, 2018, by and among Solbright Group, Inc., a Delaware corporation (the "Parent"), Iota Networks, LLC, an Arizona limited liability company and a direct wholly-owned subsidiary of Parent (the "Acquisition Subsidiary"), M2M Spectrum Networks, LLC, an Arizona limited liability company (the "Company"), and Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of the Company (the "Company Parent"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement.

Kona Grill, Inc. Employment Agreement (September 7th, 2018)

This Employment Agreement ("Agreement"), effective as of September 4, 2018 (the "Effective Date"), is made by and between Kona Grill, Inc., a Delaware corporation (the "Company"), and Christi Hing, a resident of the State of Arizona (the "Executive").

OUTFRONT Media Inc. – Amendment No. 1 to Purchase and Sale Agreement (September 7th, 2018)

THIS PURCHASE AND SALE AGREEMENT dated as of June 30, 2017 (this "Agreement") is among OUTFRONT MEDIA LLC, a Delaware limited liability company ("Media LLC"), as originator (in such capacity, the "Originator") and as initial servicer (in such capacity, the "Servicer"), and OUTFRONT MEDIA RECEIVABLES LLC, a Delaware limited liability company (the "Buyer"). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Amended and Restated Employment Agreement (September 7th, 2018)

This Amended and Restated Employment Agreement ("Agreement"), effective as of September 4, 2018 (the "Effective Date"), is made by and between Kona Grill, Inc., a Delaware corporation (the "Company"), and Berke Bakay, a resident of the State of Arizona (the "Executive").

Kona Grill, Inc. Employment Agreement (September 7th, 2018)

This Employment Agreement ("Agreement"), effective as of September 4, 2018 (the "Effective Date"), is made by and between Kona Grill, Inc., a Delaware corporation (the "Company"), and James Kuhn, a resident of the State of Maryland (the "Executive").

New Residential Investment Corp – SECOND AMENDED AND RESTATED INDENTURE NRZ ADVANCE RECEIVABLES TRUST 2015-On1, as Issuer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and HLSS HOLDINGS, LLC, as Administrator and CREDIT SUISSE AG, NEW YORK BRANCH, as Administrative Agent and OCWEN LOAN SERVICING, LLC, and NEW RESIDENTIAL MORTGAGE LLC and NEW PENN FINANCIAL, LLC D/B/a SHELLPOINT MORTGAGE SERVICING Dated as of September 7, 2018 NRZ ADVANCE RECEIVABLES TRUST 2015-On1 ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES (September 7th, 2018)

This SECOND AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), is made and entered into as of September 7, 2018 (the "Effective Date"), by and among NRZ ADVANCE RECEIVABLES TRUST 2015-ON1, a statutory trust organized under the laws of the State of Delaware (the "Issuer"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, in its capacity as Indenture Trustee (the "Indenture Trustee"), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), HLSS HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware ("HLSS"), NEW RESIDENTIAL MORTGAGE LLC, a limited liability company organized under the laws of the State of Delaware ("NRM"), NEW PENN FINANCIAL, LLC d/b/a SHELLPOINT MORTGAGE SERVICING, a limited liability company organized under the laws of the State of Delaware ("Shellpoint"), OCWEN LOAN SERVICING, LLC, a limited

Arkados Group – SOLBRIGHT GROUP, INC. (To Be Renamed Iota Communications, Inc.) COMMON STOCK PURCHASE WARRANT (September 7th, 2018)

This Warrant is one of a series of warrants (collectively, the "Merger Warrants") of like tenor that have been issued in connection with an Agreement and Plan of Merger and Reorganization, dated July 30, 2018, by and among the Company, Iota Networks, LLC, an Arizona limited liability company and a wholly owned subsidiary of the Company ("Iota Networks"), M2M Spectrum Networks, LLC, an Arizona limited liability company ("M2M Spectrum Networks"), and Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of M2M Spectrum Networks, pursuant to which, on September 5, 2018, Iota Networks merged with and into M2M Spectrum Networks (the "Merger"), with M2M Spectrum Networks continuing as the surviving entity and a wholly owned subsidiary of the Company. The Merger Warrants are being issued in exchange for warrants to purchase common equity units of M2M Spectrum Networks in connection with the Merger.

Strategic Student & Senior Housing Trust, Inc. – GUARANTY MULTISTATE (Revised 4-19-2018) (September 7th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of August 31, 2018, by STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association ("Lender").

XRpro Sciences, Inc. – Credit Agreement and Guaranty Dated as of August 31, 2018 Among Icagen, Inc. As the Borrower, Certain Subsidiaries of the Borrower From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $7,250,000 (September 6th, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this "Agreement"), among Icagen, Inc., a Delaware corporation (the "Borrower"), certain of the Borrower's Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Select Interior Concepts, Inc. – Amended and Restated Loan, Security and Guaranty Agreement (September 6th, 2018)

THIS AMENDED AND RESTATED LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 28, 2018, among SELECT INTERIOR CONCEPTS, INC., a Delaware corporation ("Topco"), ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company formerly known as G&M OPCO LLC ("AG&M"), Pental Granite and Marble, LLC, a Washington limited liability company ("Pental"), L.A.R.K. INDUSTRIES, INC., a California corporation ("L.A.R.K."), GREENCRAFT HOLDINGS, LLC, an Arizona limited liability company ("Greencraft Holdings"), GREENCRAFT INTERIORS, LLC, an Arizona limited liability company ("Greencraft Interiors"), CASA VERDE SERVICES, LLC, a Delaware limited liability company ("Casa Verde"), GREENCRAFT STONE AND TILE LLC, an Arizona limited liability company ("Greencraft Stone"; and, together with Topco, AG&M, Pental Granite and Marble, L.A.R.K., Greencraft Holdings, Greencraft Interiors, Casa Verde, Greencraft Stone and each Person joined hereto as a borrower from time to time, individually and col

Best Western International, Inc. – Franchise Agreement Between [Name of Franchisee] and Bwi Licensing, Inc. (September 6th, 2018)
Best Western International, Inc. – Franchise Agreement (Canada) Between [Name of Franchisee] and Bwi Licensing, Inc. (September 6th, 2018)
Select Interior Concepts, Inc. – Third Amendment to Financing Agreement (September 6th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company ("AGM"), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company ("Pental" and together with AGM and each Subsidiary of Ultimate Parent (as defined herein) that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), the financial institutions party hereto from time to time as lenders (collectively, the "Lenders") and CERBERUS BUSINESS FINANCE, LLC ("Cerberus"), as agent for the Lenders (in such capacity, the "Agent").

Select Interior Concepts, Inc. – Second Amendment to Financing Agreement (September 6th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company ("AGM"), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company ("Pental" and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), the financial institutions party hereto from time to time as lenders (collectively, the "Lenders") and CERBERUS BUSINESS FINANCE, LLC ("Cerberus"), as agent for the Lenders (in such capacity, the "Agent").