Cozen O’Connor Sample Contracts

Separation of Employment Agreement (February 16th, 2018)

This SEPARATION OF EMPLOYMENT AGREEMENT (the "Agreement") is made this 21st day of December 2017, by and between PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust ("PREIT" or the "Company"), and BRUCE GOLDMAN ("Executive"). PREIT and Executive shall be referred to herein as the "Parties" or each separately as a "Party."

Independence Realty Trust, Inc – TERM LOAN AGREEMENT Dated as of November 20, 2017 (November 21st, 2017)

THIS TERM LOAN AGREEMENT is made as of the 20th day of November, 2017, by and among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Parent Borrower"), the Subsidiary Borrowers party hereto from time to time, KEYBANK NATIONAL ASSOCIATION (together with any successor in interest, "KeyBank"), as an initial Lender, the other lending institutions which are parties to this Agreement as "Lenders", the other lending institutions that may become parties hereto pursuant to SS18 and KEYBANK NATIONAL ASSOCIATION, as administrative agent for Lenders ("Agent"), with CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK, as Co-Syndication Agents (collectively, "Syndication Agents"), KEYBANK CAPITAL MARKETS, CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK as Joint Bookrunners (collectively, "Bookrunners") and KEYBANK CAPITAL MARKETS, CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK, as Joint Lead Arrangers (collectively,

Asset Purchase Agreement (November 6th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of August 11, 2017 (the "Effective Date"), is entered into by and among RED LION HOTELS CORPORATION, a Washington corporation ("Parent"), TICKETSWEST.COM, INC., a Washington corporation ("Seller"), and PACIOLAN, LLC, a Delaware limited liability company ("Buyer"). Buyer, Parent and Seller are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

Five Oaks Investment Corp – Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT (October 13th, 2017)
Five Oaks Investment Corp – Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT (October 13th, 2017)
South Jersey Industries – First Amendment to 364-Day Revolving Credit Agreement (September 6th, 2017)

This FIRST AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this "Amendment"), dated as of September 6, 2017, is by and among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the "Borrower"), MORGAN STANLEY BANK, N.A. (currently the sole Lender (as defined below) and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

South Jersey Industries – SOUTH JERSEY INDUSTRIES, INC. $25,000,000 3.22% Senior Notes, Series 2017a-1, Due August 16, 2024 $25,000,000 3.46% Senior Notes, Series 2017b-1, Due August 16, 2027 $25,000,000 3.32% Senior Notes, Series 2017a-2, Due January 16, 2025 $25,000,000 3.56% Senior Notes, Series 2017b-2, Due January 16, 2028 NOTE PURCHASE AGREEMENT Dated August 16, 2017 (August 16th, 2017)

South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

South Jersey Industries – Credit Agreement (August 10th, 2017)

This FIVE-YEAR REVOLVING CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this "Agreement") dated as of August 7, 2017, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to this Agreement (each a "Lender" and collectively, the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America ("Wells Fargo"), as administrative agent for the Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the "Administrative Agent").

Co-Diagnostics, Inc. – UNDERWRITING AGREEMENT Among CO-DIAGNOSTICS, INC. And WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC., as Representatives of the Several Underwriters CO-DIAGNOSTICS, INC. UNDERWRITING AGREEMENT (July 13th, 2017)
Co-Diagnostics, Inc. – UNDERWRITING AGREEMENT Among CO-DIAGNOSTICS, INC. And WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC., as Representatives of the Several Underwriters CO-DIAGNOSTICS, INC. UNDERWRITING AGREEMENT (June 9th, 2017)
Co-Diagnostics, Inc. – UNDERWRITING AGREEMENT Among CO-DIAGNOSTICS, INC. And WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC., as Representatives of the Several Underwriters CO-DIAGNOSTICS, INC. UNDERWRITING AGREEMENT (May 24th, 2017)
GTJ REIT, Inc. – Employment Agreement (March 29th, 2017)

This Amended and Restated Employment Agreement (this "Agreement") is entered into as of the 1st day of January, 2016 by and between Paul Cooper ("Executive"), an individual residing at ***, ***, and GTJ REIT, Inc., a Maryland corporation (the "Company") with principal offices at 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552. Executive and Company may be referred to collectively as the "Parties."

GTJ REIT, Inc. – Employment Agreement (March 29th, 2017)

This Amended and Restated Employment Agreement (this "Agreement") is entered into as of the 1st day of January, 2016 by and between Louis Sheinker ("Executive"), an individual residing at ***, ***, and GTJ REIT, Inc., a Maryland corporation (the "Company") with principal offices at 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552. Executive and Company may be referred to collectively as the "Parties."

Western Asset Mortgage Capital Corp – Equity Distribution Agreement (March 9th, 2017)
Vapor Corp Nev – Employment Agreement (February 6th, 2017)

This EMPLOYMENT AGREEMENT ("Agreement"), effective as of the 30th day of January, 2017 ("Effective Date"), by and among, Christopher Santi (the "Executive") and Vapor Corp., a Delaware corporation ("Vapor" or the "Company").

SOUTH JERSEY GAS Co – TERM LOAN CREDIT AGREEMENT Dated as of January 26, 2017, Among SOUTH JERSEY GAS COMPANY, as Borrower and THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent Arranged By: PNC CAPITAL MARKETS LLC, as Lead Arranger and Book Runner (January 30th, 2017)

This TERM LOAN CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this "Agreement") dated as of January 26, 2017, among SOUTH JERSEY GAS COMPANY, a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to this Agreement (each a "Lender" and collectively, the "Lenders"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America ("PNC"), as administrative agent for the Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the "Administrative Agent").

Vapor Corp Nev – Employment Agreement (December 15th, 2016)

This EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 12th day of December, 2016, by and between Vapor Corp., a Delaware corporation ("Company"), and John A. Ollet ("Executive").

AzurRx BioPharma, Inc. – Azurrx Biopharma, Inc. Underwriting Agreement (October 14th, 2016)
AzurRx BioPharma, Inc. – The Registered Holder of This Purchase Warrant by Its Acceptance Hereof, Agrees That It Will Not Sell, Transfer or Assign This Purchase Warrant Except as Herein Provided and the Registered Holder of This Purchase Warrant Agrees That It Will Not Sell, Transfer, Assign, Pledge or Hypothecate This Purchase Warrant or Cause It to Be the Subject of Any Hedging, Short Sale, Derivative, Put, or Call Transaction That Would Result in the Effective Economic Disposition of the Purchase Warrant by Any Person for a Period of 180 Days Following the Effective Date (Defined Below) to Anyone Other Than (I) [__ (August 5th, 2016)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Vapor Corp Nev – ASSET PURCHASE AGREEMENT BY AND AMONG VPR Brands, LP, Kevin Frija, and Vapor Corp. July 29, 2016 (August 3rd, 2016)

This Asset Purchase Agreement (the "Agreement") is made as of the date first set forth above (the "Effective Date"), by and among (i) VPR Brands, LP, a Delaware limited partnership (together with any of its subsidiaries in existence or created hereafter, "VPRB"), Kevin Frija ("Mr. Frija"; together with VPRB, collectively referred to herein as "Buyers" and individually referred to herein as a "Buyer") and Vapor Corp., a Delaware corporation ("Vapor" or "Seller").

Soleil Capital L.P. – ASSET PURCHASE AGREEMENT BY AND AMONG VPR Brands, LP, Kevin Frija, and Vapor Corp. July 29, 2016 (August 3rd, 2016)

This Asset Purchase Agreement (the "Agreement") is made as of the date first set forth above (the "Effective Date"), by and among (i) VPR Brands, LP, a Delaware limited partnership (together with any of its subsidiaries in existence or created hereafter, "VPRB"), Kevin Frija ("Mr. Frija"; together with VPRB, collectively referred to herein as "Buyers" and individually referred to herein as a "Buyer") and Vapor Corp., a Delaware corporation ("Vapor" or "Seller").

AzurRx BioPharma, Inc. – Azurrx Biopharma, Inc. Underwriting Agreement (July 29th, 2016)
AzurRx BioPharma, Inc. – The Registered Holder of This Purchase Warrant by Its Acceptance Hereof, Agrees That It Will Not Sell, Transfer or Assign This Purchase Warrant Except as Herein Provided and the Registered Holder of This Purchase Warrant Agrees That It Will Not Sell, Transfer, Assign, Pledge or Hypothecate This Purchase Warrant or Cause It to Be the Subject of Any Hedging, Short Sale, Derivative, Put, or Call Transaction That Would Result in the Effective Economic Disposition of the Purchase Warrant by Any Person for a Period of One (1) Year Following the Effective Date (Defined Below) to Anyone Other Than (I) (July 29th, 2016)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Ocean Power Technologies – Subscription Agreement (July 22nd, 2016)

The undersigned (the "Investor") hereby confirms its agreement with Ocean Power Technologies, Inc., a Delaware corporation (the "Company"), as follows:

Ocean Power Technologies – [Letterhead of Cozen O'Connor] (July 22nd, 2016)

You have requested our opinion with respect to certain matters in connection with the offering by Ocean Power Technologies, Inc., a Delaware corporation (the "Company"), of 595,000 units (each a "Unit," and collectively, the "Units") consisting of an aggregate of 595,000 shares (the "Shares") of the Company's common stock, par value $0.001 (the "Common Stock"), plus warrants (the "Warrants") to purchase an additional 178,500 shares of the Company's common stock (the "Warrant Shares") pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-209517) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the prospectus included within the Registration Statement (the "Base Prospectus"), the preliminary prospectus supplement dated July 21, 2016, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the "Preliminary Prospectus Su

Golden Enterprises, Inc. – Agreement and Plan of Merger (July 19th, 2016)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), is made and entered into as of July 18, 2016, by and among Golden Enterprises, Inc., a Delaware corporation (the "Company"), Utz Quality Foods, Inc., a Pennsylvania corporation ("Parent"), and Westminster Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.1 hereof.

Ocean Power Technologies – [Letterhead of Cozen O'Connor] (June 7th, 2016)

You have requested our opinion with respect to certain matters in connection with the offering by Ocean Power Technologies, Inc., a Delaware corporation (the "Company"), of 417,000 shares (the "Shares") of the Company's common stock, par value $0.001 (the "Common Stock"), plus warrants (the "Warrants") to purchase an additional 145,952 shares of the Company's common stock (the "Warrant Shares") pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-209517) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the prospectus included within the Registration Statement (the "Base Prospectus"), and the prospectus supplement dated June 7, 2016, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement are collectively referred to as the "Prospectus."

Ocean Power Technologies – [Letterhead of Cozen O'Connor] (June 2nd, 2016)

You have requested our opinion with respect to certain matters in connection with the offering by Ocean Power Technologies, Inc., a Delaware corporation (the "Company"), of 417,000 shares (the "Shares") of the Company's common stock, par value $0.001 (the "Common Stock"), plus warrants (the "Warrants") to purchase an additional 145,950 shares of the Company's common stock (the "Warrant Shares") pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-209517) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the prospectus included within the Registration Statement (the "Base Prospectus"), and the prospectus supplement dated June 2, 2016, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement are collectively referred to as the "Prospectus."

Ocean Power Technologies – Securities Purchase Agreement (June 2nd, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of June 2, 2016, between Ocean Power Technologies, 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").

Vapor Corp Nev – Business Sale Offer and Acceptance Agreement (May 23rd, 2016)

PURCHASER: Vapor Corp. or its assigns ("PURCHASER") Address: 3001 Griffin Road City: Dania Beach State: Florida Zip: 33312 Telephone Number: (888) 482-7671 Fax Number: Email:

Separation of Employment Agreement (April 29th, 2016)

This SEPARATION OF EMPLOYMENT AGREEMENT (the "Agreement") is made this 15th day of April 2016, by and between PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust ("PREIT"), PREIT ASSOCIATES, LP., a Pennsylvania limited partnership ("Associates"), PREIT SERVICES, LLC, a Pennsylvania limited liability company ("Services") and, together with PREIT and Associates, "Company"), and RONALD RUBIN ("Executive"). PREIT, Associates, Services, and Executive shall be referred to herein as the "Parties" or each separately as a "Party."

Vapor Corp Nev – Executive Services Consulting Agreement (April 11th, 2016)

THIS EXECUTIVE SERVICES CONSULTING AGREEMENT (the "Agreement") is entered into this 11th day of April, 2016, by and among GAB Management Group, Inc., a Florida corporation (the "Consultant"), Gregory Brauser ("Brauser") and Vapor Corp., a Delaware corporation ("Company"), each individually, a "Party," and collectively, the "Parties."

Confidential Settlement and License Agreement (March 29th, 2016)

This SETTLEMENT AND LICENSE AGREEMENT (the "Agreement") is by and between NNPT, LLC, a Texas limited liability corporation, and SPHERIX INCORPORATED, as Delaware corporation (collectively "Licensor"), and HUAWEI TECHNOLOGIES CO., LTD.; a Chinese company with major business address at Huawei Industrial Base, Bantian, Longgang District, Shenzhen 518129 P.R. China (hereinafter referred as "Huawei") on behalf of itself and all Licensees (each a "Party" and both collectively "Parties"). This Agreement is effective as of September 16, 2015 ("Effective Date").

South Jersey Industries – Amendment No. 1 (March 11th, 2016)

This AMENDMENT NO. 1 (this "Amendment"), dated as of March 10, 2016, is entered into by and among South Jersey Industries, Inc. ("Applicant"), the Banks party hereto (the "Banks") and JPMorgan Chase Bank, N.A., as a Bank, as Issuing Bank (in such capacity, the "Issuing Bank"), and as Administrative Agent (in such capacity, the "Administrative Agent").

South Jersey Industries – Amendment No. 1 (March 11th, 2016)

This AMENDMENT NO. 1 (this "Amendment"), dated as of March 10, 2016, is entered into by and among South Jersey Industries, Inc. ("Applicant"), the Banks party hereto (the "Banks") and JPMorgan Chase Bank, N.A., as a Bank, as Issuing Bank (in such capacity, the "Issuing Bank"), and as Administrative Agent (in such capacity, the "Administrative Agent").