Butzel Long Sample Contracts

Litera Group Inc – Term Sheet (June 26th, 2017)

THIS TERM SHEET (hereinafter "Term Sheet") is entered into as of this day of June 19, 2017, by and among FIRST FOODS GROUP, INC., a Nevada corporation (the "Company" or "FIFG"), with offices at 720 Monroe Street, Suite E210, Hoboken, NJ 07030, and The Big Salad Franchise Company, LLC, a Michigan limited liability company ("TBS"), with offices at 18530 Mack Avenue, #555, Grosse Pointe Farms, Ml 48236 and John Bornoty ("Sole Member") where specifically referenced upon the following terms and conditions:

Litera Group Inc – Term Sheet (June 23rd, 2017)

THIS TERM SHEET (hereinafter "Term Sheet") is entered into as of this day of June 19, 2017, by and among FIRST FOODS GROUP, INC., a Nevada corporation (the "Company" or "FIFG"), with offices at 720 Monroe Street, Suite E210, Hoboken, NJ 07030, and The Big Salad Franchise Company, LLC, a Michigan limited liability company ("TBS"), with offices at 18530 Mack Avenue, #555, Grosse Pointe Farms, Ml 48236 and John Bornoty ("Sole Member") where specifically referenced upon the following terms and conditions:

Dyadic International, Inc. – Employment Agreement (August 15th, 2014)

This EMPLOYMENT AGREEMENT ("Agreement") is made by and between DYADIC INTERNATIONAL, INC., a Delaware corporation (the "Company"), and MARK A. EMALFARB (the "Executive") as of the 23rd day of October, 2013.

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.

ORBCOMM INC. 9.50% SENIOR SECURED NOTES DUE JANUARY 4, 2018 SENIOR SECURED NOTE AGREEMENT Dated as of January 4, 2013 (May 10th, 2013)

ORBCOMM Inc., a Delaware corporation (the Company), and the purchasers (the Purchasers) signatory to this Note Agreement hereby agree as follows:

Annex a Form of Senior Subordinated Secured Convertible Promissory Note (February 14th, 2013)

FOR VALUE RECEIVED, ISC8 Inc., a Delaware corporation (the "Company"), hereby promises to pay to [Holder] or its registered assigns (the "Holder") the amount set out above opposite the caption "Principal" (as such amount may be increased or reduced from time to time pursuant to the terms hereof, whether through the payment of PIK Interest (as defined below) or through prepayment or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, prepayment or otherwise (in each case, in accordance with the terms hereof) and to pay Interest (as defined below) on the outstanding Principal at the rates, in the manner and at the times set forth herein. This Senior Subordinated Secured Convertible Promissory Note (including all Senior Subordinated Secured Convertible Promissory Notes issued in exchange, transfer or replacement hereof) is part of the same series of notes (the "Notes") as those 12% senior subordinated promissory notes issued on or after

Senior Subordinated Secured Convertible Promissory Note (December 28th, 2012)

FOR VALUE RECEIVED, ISC8 Inc., a Delaware corporation (the "Company"), hereby promises to pay to The Griffin Fund LP or its registered assigns (the "Holder") the amount set out above opposite the caption "Principal" (as such amount may be increased or reduced from time to time pursuant to the terms hereof, whether through the payment of PIK Interest (as defined below) or through prepayment or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, prepayment or otherwise (in each case, in accordance with the terms hereof) and to pay Interest (as defined below) on the outstanding Principal at the rates, in the manner and at the times set forth herein. This Senior Subordinated Secured Convertible Promissory Note (including all Senior Subordinated Secured Convertible Promissory Notes issued in exchange, transfer or replacement hereof) is one of an issue of Subordinated Secured Convertible Promissory Notes issued on or after September 27, 201

LICENSE AGREEMENT (From Inspectron to Perceptron) (September 6th, 2012)

WHEREAS, Licensor is purchasing and the Licensee is selling substantially all of the assets of the Licensee's Commercial Products Business Unit ("CBU") pursuant to an Asset Purchase Agreement dated August 30, 2012 between the Licensor and Licensee (the "Asset Purchase Agreement").

Commerce Planet – Registration Rights Agreement (January 27th, 2009)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 21, 2009 (the "Closing Date"), by and among Superfly Advertising, Inc., a Delaware corporation (the "Company") and the Holders (as defined herein) set forth on the signature pages hereto.

Commerce Planet – Amended and Restated Asset Purchase Agreement by and Among Superfly Advertising, Inc., a Delaware Corporation F/K/A Morlex, Inc., and Its Wholly- Owned Subsidiary, Superfly Advertising, Inc., an Indiana Corporation and Commerce Planet, Inc., a Utah Corporation, Legacy Media Llc, a California Limited Liability Company, and Consumer Loyalty Group Llc, a California Limited Liability Company Dated as of December 16, 2008 (December 17th, 2008)

Section 4.22. Ethical Practices. 26 Section 4.23. Privacy Laws; FTC. 26 Section 4.24. Vote Required. 26 Section 4.25. No Dissenter's Rights. 27 Section 4.26. Parent Public Filings. 27 Section 4.27. Associated Liabilities 26 Section 4.28. Disclosure. 27

Commerce Planet – Voting Agreement (September 18th, 2008)

THIS VOTING AGREEMENT (this "Agreement") is entered into as of September 16, 2008, by and between Morlex, Inc., a Colorado corporation ("Morlex"), and the undersigned shareholder (the "Shareholder") of Commerce Planet, Inc., a Utah corporation (the "Company").

Sentō – Sento Corporation Series C Convertible Preferred Stock Purchase Agreement (August 22nd, 2007)

This Series C Convertible Preferred Stock Purchase Agreement (the "Agreement") is entered into as of August 17, 2007, by and among Sento Corporation, a Utah corporation (the "Company") and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as "Purchasers" and each individually as a "Purchaser").

New Horizons Worldwide Inc – New Horizons Worldwide, Inc. Series C Stock and Warrant Purchase Agreement Dated as of July 2, 2007 (July 6th, 2007)
Contract (May 31st, 2006)

EXHIBIT 4.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MAY 18TH, 2006 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. _______________________________________ FAMILY HOME HEALTH SERVICES INC. COMMON STOCK PURCHASE WARRA

Contract (May 31st, 2006)

EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MAY 18TH, 2006 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. --------------------------------------- FAMILY HOME HEALTH SERVICES INC. COMMON STOCK PURCHASE WARRAN

Contract (May 31st, 2006)

Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MAY 18TH, 2006 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. --------------------------------------- FAMILY HOME HEALTH SERVI

Contract (May 31st, 2006)
Employment Agreement (May 11th, 2006)

THIS AGREEMENT (the Agreement) is made as of April 3, 2006, among Syniverse Technologies, Inc., a Delaware corporation (the Company), Syniverse Holdings, Inc., a Delaware corporation (Parent), and Nancy J. White (Executive).

QUATRX PHARMACEUTICALS Co – Contract (April 20th, 2006)

Milestone Payment --------- ------- Dosing of the first patient in a Phase * Clinical Trial of the Selected Compound. $ ******* Acceptance for filing of an NDA with the FDA for a product containing the Selected Compound. $ ******* Approval of an NDA by the FDA for a Product containing the Selected Compound. $ *******

Employment Agreement (April 4th, 2006)

THIS AGREEMENT (the Agreement) is made as of April 3, 2006, among Syniverse Technologies, Inc., a Delaware corporation (the Company), Syniverse Holdings, Inc., a Delaware corporation (Parent), and Nancy J. White (Executive).

Contract (March 10th, 2006)

PAGE ---- ARTICLE 1 PURCHASE AND SALE OF ASSETS.................................... 1 1.1 Purchased Assets................................................ 1 1.2 Excluded Assets................................................. 3 1.3 Assumed Liabilities............................................. 3 1.4 Liabilities Not Assumed......................................... 4 ARTICLE 2 CLOSING AND PURCHASE PRICE..................................... 5 2.1 Closing......................................................... 5 2.2 Deliveries at the Closing....................................... 6 2.3 Purchase Price and Purchase Price Adjustment.................... 6 2.4 The Post-Closing Adjustment Payments............................ 7 2.5 Allocation of Purchase Price..

QUATRX PHARMACEUTICALS Co – Contract (February 3rd, 2006)

SERIES D PREFERRED SERIES D-1 PREFERRED ------------------ -------------------- 12.15 SECURITIES The Series D Preferred The Series D-1 Preferred has rights equal to all has rights equal to all other preferred equity other Pari Pasu Preferred securities (the "Pari of the Company, except as Passu Preferred") of described below. QuatRx Pharmaceuticals Company (the "Company") except as described below. 12.16 DIVIDENDS The Series D Preferred is The Series D-1 Preferred

QUATRX PHARMACEUTICALS Co – Milestone Payment --------- ------- ******************************************** $ ******* ******************************************** $ ******* ******************************************** $ ******* APPLICATION REFERENCE PATENT ISSUE SERIAL NUMBER COUNTRY NUMBER DATE NUMBER *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** KEY ACTIVITIES ESTIMATED COMPLETION - ------------------------------------------------- ------------------------------------------------- *** *** *** *** *** *** *** *** *** *** *** *** (February 3rd, 2006)
Contract (March 16th, 2005)

Exhibit 10.9 DEVELOPMENT AGREEMENT THIS AGREEMENT ("Agreement") made this 18th of November, 2004, by and between KIRCO DEVELOPMENT LLC, a Michigan limited liability company, whose address is 101 West Big Beaver Road, Suite 200, Troy, Michigan 48084-5255 (hereinafter referred to as "Kirco"), and MEEMIC INSURANCE COMPANY, a Michigan corporation, whose address is 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326 (hereinafter referred to as "Owner"). WITNESSETH: 1. CONTRACT. Owner is the owner of certain land, known as 1685 North Opdyke Road, Auburn Hills, Michigan 48326, more fully described on the attached Exhibit A (the "Property"). Owner desires to, and does hereby, engage Kirco to design and obtain the necessary approvals and permits to construct an office building of approximately 104,383 gross square feet (approximately 100,925 rentable square feet) (the "Building") and related improve

TechTeam Akela – Contract (January 5th, 2005)

Page ---- 1. DEFINITIONS.......................................................................................... 1 1.1 "Accounting Referee"........................................................................... 1 1.2 "Accounts Receivable".......................................................................... 1 1.3 "Aggregate Option Consideration"............................................................... 1 1.4 "Applicable Contract".......................................................................... 1 1.5 "Balance Sheet"................................................................................ 2 1.6 "Best Efforts"..................................................................

Contract (November 5th, 2004)

Page SECTION 1. DEFINITIONS..................................................................................... 2 1.1 Definitions..................................................................................... 2 1.2 Other Interpretive Provisions................................................................... 2 SECTION 2. COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES............... 2 2.1 Commitments..................................................................................... 2 2.1.1 Revolving Loan Commitment........................................................... 2 2.1.2 L/C Commitment...................................................................... 2 2.2 Loan Procedures....

Contract (August 9th, 2004)

EXHIBIT 10.12 LAND CONTRACT 47-040-023 (10/21/03) Philip R. Seaver Title Company, Inc. - -------------------------------------------------------------------------------- THIS CONTRACT is effective as of this 15th day of July, 2004 (the "Effective Date"), between Meadowbrook Insurance Group, Inc., a Michigan corporation, hereinafter referred to as "SELLER", whose address is 26600 Telegraph Road, Southfield, Michigan 48034-2438, and MB Center II LLC, a Michigan limited liability company, hereinafter referred to as "PURCHASER", whose address is 101 West Big Beaver Road, Suite 200, Troy, Michigan 48084-5255. WITNESSETH: 1. SELLER AGREES AS FOLLOWS: (a) To sell and convey to Purchaser land in the City of Southfield, Oakland County, Michigan, the Property ("Property") described as: See Attached Exhibit "A" Tax Parcel No.: Common Address: Tax Parcel ID# Part of 24-18

Contract (August 9th, 2004)

EXHIBIT 10.4 PURCHASE AND SALE AGREEMENT BY AND BETWEEN KIRCO ACQUISITION LLC, AS PURCHASER AND MEADOWBROOK INSURANCE GROUP, INC., AS SELLER TABLE OF CONTENTS PAGE NO. 1. AGREEMENT TO SELL AND PURCHASE..................................1 2. CONSIDERATION...................................................1 3. EARNEST MONEY...................................................2 4. SELLER'S REPRESENTATIONS AND WARRANTIES.........................2 5. LIMITATIONS ON SELLER'S REPRESENTATIONS AND WARRANTIES..........3 6. TITLE EVIDENCE..................................................4 7. ACTIONS PRIOR TO CLOSING/DUE DILIGENCE..............

Contract (March 12th, 2004)

EXHIBIT 10.24 DEVELOPMENT AGREEMENT THIS AGREEMENT ("Agreement") made this 3rd day of December, 2003, by and between KIRCO DEVELOPMENT LLC, a Michigan limited liability company, whose address is 101 West Big Beaver Road, Suite 200, Troy, Michigan 48084-5255 (hereinafter referred to as "Kirco"), and MEADOWBROOK INSURANCE GROUP, INC., a Michigan corporation, whose address is 26600 Telegraph Road, Southfield, Michigan 48034-2438 (hereinafter referred to as "Owner"). WITNESSETH: 1. CONTRACT. Owner is the owner of certain land, containing approximately nine (9) usable acres, to be confirmed by the Survey, located on American Drive with frontage on I-696, in the City of Southfield, Oakland County, Michigan, more fully described on the attached Exhibit A (the "Property"). Owner desires to, and does hereby, engage Kirco to improve the Property by the construction of an office building consisting of 72,

TechTeam Akela – Contract (January 14th, 2004)
Contract (June 3rd, 2003)

EXHIBIT 10.21 TRANSITION SERVICES AGREEMENT ----------------------------- THIS TRANSITION SERVICES AGREEMENT (the "Agreement") is made and entered into this 30th day of April, 2003 (the "Effective Date") by and between Community Choice Michigan, Inc., a Michigan corporation ("COMMUNITY"), and Molina Healthcare of Michigan, Inc., a Michigan corporation ("MOLINA HEALTHCARE"). RECITALS -------- A. COMMUNITY is licensed as a health maintenance organization in the State of Michigan; B. MOLINA HEALTHCARE is licensed as a health maintenance organization in the State of Michigan; C. COMMUNITY has agreed to provide, and MOLINA HEALTHCARE desires to purchase, certain short-term transition services to facilitate the orderly and expeditious transition of the COMMUNITY enrollees that are assigned to MOLINA HEALTHCARE by the Michigan Department of Comm

Contract (October 10th, 2000)

iv 5 AGREEMENT FOR THE EXCHANGE OF SHARES This Agreement For The Exchange Of Shares dated September 25, 2000, is by and among The Rajendra B. Vattikuti Trust UAD Dated October 19, 1990, as amended, as Buyer, Synova, Inc., a Michigan corporation (only with respect to Articles Six, Eight, Nine and Eleven) and Complete Business Solutions, Inc., a Michigan corporation. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings given to them in Article One. RECITALS A. CBSI is the owner of all of the issued and outstanding capital stock of Synova, Inc., a Michigan corporation. B. Buyer is the record and beneficial owner of 9,361,759 outstanding shares of CBSI Common Stock. C. CBSI and Buyer wish to complete a transaction pursuant to which Buyer would become the owner of all of the issued and outstanding capital stock of Synova and would s

Superior Consultant Hldgs Cp – Asset Purchase Agreement (September 2nd, 1998)
Whittaker Corp – Contract (August 25th, 1998)
Pvc Container Corp – Contract (April 14th, 1998)

Item Page - ---- ---- ARTICLE I SALE AND PURCHASE...........................................................................1 SECTION 1.1 Assets to be Sold and Purchased..................................................1 SECTION 1.2 Assumed Liabilities..............................................................3 SECTION 1.3 Excluded Liabilities.............................................................4 SECTION 1.4 Purchase Price...................................................................5 SECTION 1.5 Allocation of the Purchase Price.........