Buchalter Nemer Sample Contracts

A10 Networks, Inc. – Loan and Security Agreement (November 3rd, 2016)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 1, 2016 (the "Effective Date") between SILICON VALLEY BANK, a California banking corporation ("Bank"), and A10 NETWORKS, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Heritage Commerce Corp – EXCHANGE AGREEMENT by and Between HERITAGE COMMERCE CORP and PATRIOT FINANCIAL PARTNERS PARALLEL, L.P. Dated as of September 12, 2016 (September 13th, 2016)

This EXCHANGE AGREEMENT is made and entered into as of, September 12, 2016 (this Agreement) by and between Heritage Commerce Corp, a California corporation (the Company), and Patriot Financial Partners Parallel, L.P., a Delaware limited liability partnership (the Investor).

Heritage Commerce Corp – EXCHANGE AGREEMENT by and Between HERITAGE COMMERCE CORP and PATRIOT FINANCIAL PARTNERS, L.P. Dated as of September 12, 2016 (September 13th, 2016)

This EXCHANGE AGREEMENT is made and entered into as of, September 12, 2016 (this Agreement) by and between Heritage Commerce Corp, a California corporation (the Company), and Patriot Financial Partners, L.P., a Delaware limited liability partnership (the Investor).

Heritage Commerce Corp – EXCHANGE AGREEMENT by and Between HERITAGE COMMERCE CORP and CASTLE CREEK CAPITAL PARTNERS IV, LP Dated as of September 12, 2016 (September 13th, 2016)

This EXCHANGE AGREEMENT is made and entered into as of, September 12, 2016 (this Agreement) by and between Heritage Commerce Corp, a California corporation (the Company), and Castle Creek Capital Partners IV, LP, a Delaware limited liability partnership (the Investor).

Enservco Corporation – Sixth Amendment to Amended and Restated Revolving Credit and Security Agreement (March 30th, 2016)

Amended and Restated Revolving Credit and Security Agreement dated as of September 12, 2014 among ENSERVCO CORPORATION, a Delaware corporation ("Enservco"), DILLCO FLUID SERVICE, INC., a Kansas corporation ("Dillco"), and HEAT WAVES HOT OIL SERVICES SERVICE LLC, a Colorado limited liability company ("Heat Waves") (Enservco, Dillco and Heat Waves and each Person joined hereto as a borrower from time to time, each, a "Borrower" and collectively, "Borrowers"), the financial institutions which are now or which hereafter become a party hereto (collectively, "Lenders" and each individually, a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, "Agent").

AerCap Global Aviation Trust – SHARE REPURCHASE AGREEMENT Among AERCAP HOLDINGS N.V., AERCAP GLOBAL AVIATION TRUST, THE GUARANTORS NAMED HEREIN, AMERICAN INTERNATIONAL GROUP, INC. And AIG CAPITAL CORPORATION Dated as of June 1, 2015 (August 14th, 2015)

THIS SHARE REPURCHASE AGREEMENT (this Agreement) is entered into as of June 1, 2015 by and among AerCap Holdings N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (and any successor in interest thereto, AerCap), AerCap Global Aviation Trust, a statutory trust organized under the laws of Delaware (and any successor in interest thereto, the Issuer), the other Guarantors (as defined in Article 1), American International Group, Inc., a Delaware corporation (and any successor in interest thereto, the Seller) and, solely in respect of Section 7.1 and Articles 9 and 10 hereof, AIG Capital Corporation, a Delaware corporation (and any successor in interest thereto, AIGCC) (collectively, the Parties, and each a Party).

AerCap Global Aviation Trust – Second Amendment to Term Loan Credit Agreement (May 13th, 2015)

SECOND AMENDMENT (this Amendment), dated as of March 31, 2015, among Temescal Aircraft LLC, a Delaware limited liability company (as successor to Temescal Aircraft Inc., a California corporation) (the Borrower), AerCap Global Aviation Trust, a Delaware statutory trust (Financing Trust), Park Topanga Aircraft LLC, a Delaware limited liability company (as successor to Park Topanga Aircraft Inc., a California corporation) (Parent Holdco), Charmlee Aircraft Inc., a California corporation (CA Subsidiary Holdco), Ballysky Aircraft Ireland Limited, a private limited liability company incorporated under the laws of Ireland (Irish Subsidiary Holdco), AerCap U.S. Global Aviation LLC, a Delaware limited liability company (USHoldco), AerCap Holdings N.V., a public company with limited liability incorporated under the laws of The Netherlands (AerCap), AerCap Aviation Solutions B.V., a private company with limited liability incorporated organized under the laws of The Netherlands (AAS), AerCap Irela

AerCap Global Aviation Trust – Third Amendment to Credit Agreement (May 13th, 2015)

THIRD AMENDMENT (this Amendment), dated as of May 5, 2015, between Flying Fortress Holdings, LLC, a Delaware limited liability company (the Borrower) (as successor to Flying Fortress, Inc., a California limited liability company), International Lease Finance Corporation, a California corporation (ILFC), Flying Fortress Financing LLC, a Delaware limited liability company (Parent Holdco), Flying Fortress US Leasing Inc., a California corporation (CA Subsidiary Holdco), Flying Fortress Ireland Leasing Limited, a private limited company incorporated under the laws of Ireland (Irish Subsidiary Holdco), AerCap Global Aviation Trust, a Delaware statutory trust (Financing Trust), AerCap U.S. Global Aviation LLC, a Delaware limited liability company (USHoldco), AerCap Holdings N.V., a public company with limited liability incorporated under the laws of The Netherlands (AerCap), AerCap Aviation Solutions B.V., a private company with limited liability incorporated organized under the laws of The

Hawker Energy, Inc. – Amended and Restated Subordination and Intercreditor Agreement (January 20th, 2015)

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement") is entered into as of this 1st day of January, 2015, by and among TAPIA HOLDINGS, LLC, a Delaware limited liability company ("Tapia"), Hawker Energy, Inc., a Nevada corporation ("Hawker" and together with Tapia the "Subordinated Obligee"), TEG OIL & GAS U.S.A., INC., a Colorado corporation ("TEG"), SEFTON RESOURCES, INC., a British Virgin Islands corporation ("Parent"), TEG MIDCONTINENT, INC., a Colorado corporation ("TEGMC", and, together with Parent and TEG, "Borrowers") and BANK OF THE WEST, a California corporation ("BOTW"), or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (collectively with BOTW, the "Senior Lenders").

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August 23, 2013 Among HANSEN MEDICAL, INC., as Borrower, THE ENTITIES FROM TIME TO TIME PARTY HERETO, as Lenders, and WHITE OAK GLOBAL ADVISORS, LLC, as Agent (November 8th, 2013)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of August 23, 2013 is entered into among WHITE OAK GLOBAL ADVISORS, LLC, a Delaware limited liability company with an office located at 88 Kearney Street, Fourth Floor, San Francisco, California 94108, as Agent, the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including White Oak in its capacity as a Lender (each, a Lender and collectively, the Lenders), and HANSEN MEDICAL, INC., a Delaware corporation with offices located at 800 East Middlefield Road, Mountain View, CA 94043 (Borrower), with reference to the following facts:

Intercreditor Agreement (August 13th, 2013)

THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of August 7, 2013, by and among ISC8 Inc., a Delaware corporation (the "Company"), The Griffin Fund, LP ("Griffin Fund"), John Krieger ("Krieger"), Diamond Millennium, Limited ("Diamond"), Paragold, LP ("Paragold"), Mr. Simon Williams ("Williams"), and Fundamental Capital Management ("FCM"). Capitalized terms used herein have the meanings assigned to them in Section 1, below.

Sysorex Global Holdings Corp. – Registration Rights Agreement (August 12th, 2013)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made effective as of March 20, 2013, by and between Sysorex Global Holdings Corp., a Nevada corporation (the Company), and Bridge Bank, N.A., and its assignees (the Holder or Purchasers).

Enservco Corporation – REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH Enservco Corporation, Dillco Fluid Service, Inc. AND Heat Waves Hot Oil Services Llc (BORROWERS) November 2, 2012 (November 8th, 2012)

Revolving Credit, Term Loan and Security Agreement dated as of November 2, 2012 among ENSERVCO CORPORATION, a Delaware corporation ("Enservco"), DILLCO FLUID SERVICE, INC., a Kansas corporation ("Dillco"), and HEAT WAVES HOT OIL SERVICES LLC, a Colorado limited liability company ("Heat Waves") (Enservco, Dillco and Heat Waves, each, a "Borrower" and collectively, "Borrowers"), the financial institutions which are now or which hereafter become a party hereto (collectively, "Lenders" and individually, a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, "Agent").

Heritage Commerce Corp – Employment Agreement (June 25th, 2012)

This Employment Agreement (the Agreement) is entered into by and between HERITAGE COMMERCE CORP, a California bank holding company (the Company), HERITAGE BANK OF COMMERCE, a California banking corporation (the Bank), and DAVID PORTER, an individual (the Executive) as of June 25, 2012 (the Effective Date). This Agreement replaces any previous agreements between the parties and makes such previous agreements null and void.

690 E. MIDDLEFIELD ROAD LEASE AGREEMENT by and Between 690 E. MIDDLEFIELD ROAD FEE, LLC (Landlord) and SYNOPSYS, INC. (Tenant) (December 16th, 2011)

THIS LEASE AGREEMENT is made and entered into as of October 14, 2011, by and between 690 E. MIDDLEFIELD ROAD FEE, LLC, a Delaware limited liability company (herein called Landlord), and SYNOPSYS, INC., a Delaware corporation (herein called Tenant).

Oak Valley Bancorp [Ca] – Small Business Lending Fund Securities Purchase Agreement (November 14th, 2011)

THIS SECURITIES PURCHASE AGREEMENT (the Agreement) is made as of the Effective Date set forth above (the Signing Date) between the Secretary of the Treasury (Treasury) and the Company named above (the Company), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasurys Small Business Lending Fund program (SBLF). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.

Loton, Corp – Securities Purchase Agreement (September 15th, 2011)

THIS SECURITIES PURCHASE AGREEMENT is entered into as of September 9, 2011 (this "Agreement"), by and between Alex Kuznetsov, an individual (the "Seller"), and Trinad Capital Master Fund Ltd., a Cayman Islands exempted company (the "Buyer"). Each party to this Agreement is referred to herein as a "Party," and they are all referred to collectively as "Parties."

Heritage Commerce Corp – Employment Agreement (July 21st, 2011)

This Employment Agreement (the Agreement) is entered into by and between HERITAGE COMMERCE CORP, a California bank holding company (the Company), HERITAGE BANK OF COMMERCE, a California banking corporation (the Bank), and MARGARET INCANDELA, an individual (the Executive) as of July 1, 2011 (the Effective Date).

Nuvelo – Subscription Agreement (April 18th, 2011)

This Subscription Agreement (this Agreement) is dated as of April 18, 2011 (the Effective Date), between ARCA biopharma, Inc., a Delaware corporation (the Company), and the purchaser identified on the signature page hereto (including its successors and assigns, the Purchaser).

Noble Medical Technologies, Inc. – Noble Medical Technologies, Inc. Securities Purchase Agreement (January 27th, 2011)

This Securities Purchase Agreement (the "Agreement") is made as of January 24, 2011 by and between NOBLE MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the "Company") and RICH MOLINSKY ("Purchaser").

Noble Medical Technologies, Inc. – Noble Medical Technologies, Inc. Securities Purchase Agreement (December 23rd, 2010)

This Securities Purchase Agreement (the "Agreement") is made as of December 17, 2010 by and between NOBLE MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the "Company") and JAY KRIGSMAN, an individual ("Purchaser").

Heritage Commerce Corp – Securities Purchase Agreement (September 2nd, 2010)

This Securities Purchase Agreement (this Agreement) is dated as of June 18, 2010, by and among Heritage Commerce Corp, a California corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Heritage Commerce Corp – Securities Purchase Agreement (June 22nd, 2010)

This Securities Purchase Agreement (this Agreement) is dated as of June 18, 2010, by and among Heritage Commerce Corp, a California corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Reeds – LOAN AND SECURITY AGREEMENT Dated as of May 30, 2008 Between REED'S, INC. (Borrower) and FIRST CAPITAL WESTERN REGION, LLC (Lender) (December 7th, 2009)
CREDIT AGREEMENT by and Among TRUEBLUE, INC. As Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO FOOTHILL, LLC as the Administrative Agent and the Syndication Agent BANK OF AMERICA, N.A. As the Documentation Agent and BANK OF AMERICA, N.A. And WELLS FARGO FOOTHILL, LLC as the Co-Lead Arrangers Dated as of June 19, 2009 (June 25th, 2009)

THIS CREDIT AGREEMENT (this Agreement), is entered into as of June 19, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, Agent), and TRUEBLUE, INC., a Washington corporation (Borrower).

Heritage Commerce Corp – Employment Agreement (August 13th, 2008)

This EMPLOYMENT AGREEMENT (the Agreement) is entered into by and between HERITAGE COMMERCE CORP, a California bank holding company (the Company), HERITAGE BANK OF COMMERCE, a California banking corporation (the Bank), and Michael R. Ong, an individual (the Executive) as of August 12, 2008 (the Effective Date).

Loan and Security Agreement (June 26th, 2008)

This LOAN AND SECURITY AGREEMENT (this Agreement) is entered into as of July 12, 2006, by and between AXLE CAPITAL, LLC, a Delaware limited liability company (Lender), on the one hand, and NATIONWIDE AUCTION SYSTEMS, INC., a Nevada corporation (Nationwide Auction), NATIONWIDE NEW HOLDINGS, LLC, a Delaware limited liability (Nationwide New), SOCAL AUTO CENTER ACQUISITION, LLC, a Delaware limited liability (Socal Acquisition), AUTOMAX PACIFIC, LLC, a California limited liability company (Automax), and SOCAL AUTO CENTER, LLC, a California limited liability company (Socal Auto and together with Nationwide Auction, Nationwide Holdings, Socal Acquisition, and Automax, collectively and individually, and jointly and severally, Borrowers, and each individually, Borrower).

Asset Purchase Agreement (June 26th, 2008)

ASSET PURCHASE AGREEMENT (this Agreement) dated as of March 14, 2007, by and between Cogent Acquisition Company, LLC, a Delaware limited liability company, (Buyer), and Cogent Financial Group, a California corporation (Seller).

ALSTON & BIRD LLP John Latham 1201 W. Peachtree Street Atlanta, Georgia 30309-3424 Telephone: (404) 881-7915 Facsimile: (404) 881-7777 Dimitri J. Nionakis (February 28th, 2008)
Heritage Commerce Corp – Amended and Restated Employment Agreement (October 22nd, 2007)

This Amended and Restated Employment Agreement (this Agreement) is entered into by and between HERITAGE COMMERCE CORP, a California bank holding company (the Company), HERITAGE BANK OF COMMERCE, a California banking corporation (the Bank), and LAWRENCE McGOVERN, an individual (the Executive) as of October 17, 2007 (the Effective Date). This Agreement amends and restates the Employment Agreement dated July 16, 1998 (the Original Agreement) by and between the Company and the Executive to modify the terms of employment, makes changes to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and make other changes.

NightHawk Radiology Holdings, Inc. – SHARE PURCHASE AGREEMENT by and Among NIGHTHAWK RADIOLOGY HOLDINGS, INC. And TELERADIOLOGY DIAGNOSTIC SERVICE, INC. And WILSON S. WONG, M.D., PROFESSIONAL CORP. And THE SHAREHOLDERS OF TELERADIOLOGY DIAGNOSTIC SERVICE, INC. And WILSON S. WONG, M.D., PROFESSIONAL CORP. And WILSON WONG, M.D., as SHAREHOLDER REPRESENTATIVE FEBRUARY 9, 2007 (March 6th, 2007)

This SHARE PURCHASE AGREEMENT (the Agreement) is made and entered into as of February 9, 2007 among NightHawk Radiology Holdings, Inc., a Delaware corporation (Buyer); Teleradiology Diagnostic Service, Inc., a California corporation (Management Company); Wilson S. Wong, M.D., Professional Corp., a California professional corporation (Professional Company); Wilson Wong, M.D., an individual, as Shareholder Representative; and the undersigned shareholders of the Management Company and Professional Company (individually, a Seller and collectively, Sellers).

SETTLEMENT AGREEMENT AND MUTUAL RELEASE (All Parties) (February 27th, 2007)
Contract (September 5th, 2006)

EXHIBIT 2.1 EXECUTION VERSION PURCHASE AGREEMENT by and among SC ACQUISITION CORP. SWEATER.COM, INC., NYC SWEATERS, INC. BRUCE GIFFORD, and DANIEL JAFFE dated as of August 29, 2006 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF ASSETS..........................................1 Section 1.1 Purchase and Sale of Assets..............................1 Section 1.2 Assumption of Liabilities................................3 Section 1.3 Excluded Liabilities.....................................4 Section 1.4 Purchase Price; Allocation...............................5 Section 1.5 Closing Payment Adjus

Davi Skin, Inc. – Employment Agreement (June 21st, 2006)

THIS EMPLOYMENT AGREEMENT (the Agreement) is dated as of June 19, 2006 (the Agreement Date) between DAVI SKIN, INC., a Nevada corporation (Company) and THEODORE LANES (Executive).

TriZetto Group, Inc. (The) – Amendment Number Two to Credit Agreement (February 17th, 2006)

This Amendment Number Two to Credit Agreement (Amendment) is entered into as of January 19, 2006, by and among WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the Lenders set forth in the signature pages of this Amendment (in such capacity, the Agent) and the Lenders, on the one hand, and THE TRIZETTO GROUP, INC., a Delaware corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as the Borrowers), on the other hand, in light of the following: