ex-18 Sample Contracts

MacAndrews & Forbes Inc.STOCK PURCHASE AGREEMENT (December 23rd, 2020)

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 21, 2020, by and among REV Holdings LLC, a Delaware limited liability company (the “Seller”), and RCH Holdings Five, Inc., a Delaware corporation (the “Purchaser”).

MacAndrews & Forbes Inc.Joint Filing Agreement (September 23rd, 2019)

The undersigned acknowledge and agree that the foregoing amendment to the statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.

Kien Huat Realty III LTDSUBSCRIPTION AGREEMENT (May 23rd, 2019)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2019, by and among Empire Resorts, Inc., a Delaware corporation (the “Company”), and Kien Huat Realty III Limited, a corporation organized in the Isle of Man (the “Purchaser”).

GreenSky, Inc.SERVICING AGREEMENT Dated as of November 5, 2018 by and between GREENSKY, LLC and BMO HARRIS BANK N.A. (March 15th, 2019)

THIS SERVICING AGREEMENT (the “Servicing Agreement”) dated as of November 5, 2018 (the “Effective Date”), by and between GREENSKY, LLC, a Georgia limited liability company (including its Affiliates that provide, directly or indirectly, any of the services contemplated hereby, “Servicer”), and BMO HARRIS BANK N.A., a national banking association (“Lender”). As used herein, “Party” shall mean Servicer or Lender, as applicable, and “Parties” shall mean both Servicer and Lender.

GreenSky, Inc.LOAN ORIGINATION AGREEMENT Dated as of November 5, 2018 by and between GREENSKY, LLC and BMO HARRIS BANK N.A. (March 15th, 2019)

THIS LOAN ORIGINATION AGREEMENT dated as of November 5, 2018 (the “Effective Date”), by and between GREENSKY, LLC, a Georgia limited liability company (including its Affiliates that provide, directly or indirectly, any of the services contemplated hereby, “Servicer”), and BMO HARRIS BANK N.A., a national banking association (“Lender”). As used herein, “Party” shall mean Servicer or Lender, as applicable, and “Parties” shall mean both Servicer and Lender.

Eton Pharmaceuticals, Inc.AMENDMENT NO. 1 TO SALES/MARKETING AGREEMENT (October 18th, 2018)

This AMENDMENT NO. 1 TO SALES/MARKETING AGREEMENT (this “Amendment”) is made and entered into as of August 29, 2018, by and among Eton Pharmaceuticals, Inc., a Delaware corporation (the “Company”); AL Pharma, Inc, an Oklahoma corporation (“AL”); SCS National, LLC, an Oklahoma limited liability company(“SCS”); and Dry Creek Project, LLC, an Oklahoma limited liability company(“DCP”) as an amendment to the SALES/MARKETING AGREEMENT dated November 17, 2017.

International Isotopes IncMODIFICATION #2 TO THE PROMISSORY NOTE AGREEMENT (March 31st, 2017)

THIS MODIFICATION #2 TO THE PROMISSORY NOTE AGREEMENT (The "Agreement") made and entered into by and between Ralph M. Richart and John M. McCormack (The "Lenders") and International Isotopes Inc. (hereafter "Company", "Borrower", or "INIS") on December 23, 2013.

Mill Road Capital II, L.P.JOINT FILING AGREEMENT (October 3rd, 2016)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of October 3, 2016, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Skullcandy, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 18 is filed on behalf of each of the undersigned.

Sequoia Capital China I LpLIMITED GUARANTEE (December 18th, 2015)

This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. Dong YU (including his assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoDISTRIBUTION SERVICES AGREEMENT (December 7th, 2015)

This Agreement (“Agreement”) between Directed Services, LLC ("Company Distributor") and T. Rowe Price Investment Services, Inc., (the "Distributor"), is intended to supplement the Participation Agreement dated May 1, 2015 by and between Voya Life and Annuity Company (the “Company”), certain portfolios of funds referred to as “Funds”, and T. Rowe Price Investment Services, Inc. (“Participation Agreement”). All terms herein, unless otherwise defined, shall have the same meaning as used in the Participation Agreement.

Schorsch Nicholas SSERIES D-1 SHARES AGREEMENT (November 13th, 2015)

This SERIES D-1 SHARES AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and between AR Capital, LLC, a Delaware limited liability company (“ARC”), and RCS Capital Corporation, a Delaware corporation (the “Company”).

Golden Meditech Holdings LTDUnderwriting Agreement (July 27th, 2015)

A As at the date of this Agreement, the authorised share capital of the Company is HK$600,000,000 divided into 3,000,000,000 Shares, of which 1,971,209,298 have been issued and are fully paid or credited as fully paid.

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoDISTRIBUTION SERVICES AGREEMENT (April 24th, 2015)

This Agreement (“Agreement”) between Directed Services, LLC ("Company Distributor") and T. Rowe Price Investment Services, Inc., (the "Distributor"), is intended to supplement the Participation Agreement dated May 1, 2015 by and between Voya Life and Annuity Company (the “Company”), certain portfolios of funds referred to as “Funds”, and T. Rowe Price Investment Services, Inc. (“Participation Agreement”). All terms herein, unless otherwise defined, shall have the same meaning as used in the Participation Agreement.

Bank Hapoalim Bmto AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 11th, 2015)
Affinity Mediaworks CorpSTOCK PURCHASE AGREEMENT (February 25th, 2015)

This Stock Purchase Agreement (this "Agreement") dated January 20, 2015 (the "Effective Date") is by and between Cortland Communications, LLC, a Utah limited liability company, with a mailing address for notice purposes of 5460 Lake Road in Tully, New York 13159 ("Seller"), American Realty Partners, LLC, an Arizona limited liability company with a mailing address for notice purposes of 34225 N. 27th Drive Building 5 in Phoenix, Arizona 85058 ("Buyer"), and Affinity Mediaworks Corp., a Nevada corporation with a mailing address for notice purposes of 5460 Lake Road, Tully, New York 13159 (the "Company"). Seller, Buyer and the Company are collectively referred to herein as the "Parties" or singularly as a "Party."

Mitsubishi Ufj Financial Group IncThird Amendment to Investor Agreement (October 4th, 2013)

THIS THIRD AMENDMENT TO THE INVESTOR AGREEMENT (this “Amendment”), dated as of October 3, 2013, is made by and between Morgan Stanley, a Delaware corporation (the “Company”), and Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Investor”).

Philips Pension Trustees LTDMARCH 2013 UNDERWRITING AGREEMENT (March 14th, 2013)

The undersigned understands that you, as the Underwriters (as defined below) or, if applicable, as representatives of the several Underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with NXP Semiconductors N.V., a public company with limited liability (naamloze vennootschap) formed in The Netherlands (the “Company”) and certain shareholders of the Company named in Schedule I of the Underwriting Agreement (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the Underwriter or the several Underwriters, as the case may be, named in Schedule II of the Underwriting Agreement (the “Underwriters”) of the ordinary shares, par value €0.20 per share, of the Company, to be sold by the Selling Shareholders (the “Shares”).

Brookfield Asset Management Inc.Joint Filing Agreement (August 27th, 2012)

THIS JOINT FILING AGREEMENT is entered into as of August 24, 2012, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

U.M. AccelMed, Limited PartnershipWARRANT CANCELLATION AGREEMENT (January 19th, 2012)

This Warrant Cancellation Agreement (this "Agreement") is made as of day of July, 2011, by and between Ophthalmic Imaging Systems, a California corporation ("Company"), and U.M. AccelMed, Limited Partnership ("UMA").

Warburg Pincus Private Equity IX, L.P.AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (August 11th, 2011)

THIS AMENDMENT NO. 1 (this “Amendment”) to the Registration Rights Agreement dated as of April 23, 2008 (the “Registration Rights Agreement”) by and among Synutra International, Inc., a Delaware corporation (the “Company”), Beams Power Investment Limited, a company with limited liability registered under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “Issuer”), and Warburg Pincus Private Equity IX, L.P. (including its successors, permitted assigns and transferees, the “Buyer”), is made and entered into as of August 10, 2011 by and among each of the undersigned parties hereto.

Stapleton Acquisition CoCONTRIBUTION AND SUBSCRIPTION AGREEMENT (February 18th, 2011)

This Contribution and Subscription Agreement (this “Agreement”) is made effective as of February 18, 2011, by and between [the undersigned/Stapleton Family Member] (“Subscriber”) and Stapleton Acquisition Company, a Delaware corporation (the “Company”).

Net Servicos De Comunicacao S AOPTICAL FIBER LEASE AGREEMENT (September 15th, 2010)

NET Serviços De Comunicação S/A, headquartered in the city and state of São Paulo, at Rua Verbo Divino, 1356, corporate taxpayer’s ID (CNPJ) 00.108.786/0001-65;

Mill Road Capital, L.P.PHYSICIANS FORMULA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT (May 3rd, 2010)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of April, 2010 by and among (i) PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) MILL ROAD CAPITAL, L.P., a Delaware limited partnership (“MRC”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 7(c) hereof.

Shamrock Activist Value Fund L PAGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D (March 12th, 2010)

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Websense, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

Fluid Music Canada IncCONFIDENTIAL (October 21st, 2009)

The attached document contains information that may constitute undisclosed material facts within the meaning of the Securities Act (Ontario) and recipients should be aware of their obligations under applicable securities laws resulting from the receipt of such information.

Hipso Multimedia, Inc.AGREEMENT (October 8th, 2009)

Agreement (this “Agreement”) dated July 21, 2009 by and between Canvar Groupe Inc. with a headquarters address at 100-2700 Rufus-Rockhead, Montreal QC H3J 2Z7, Canada (“Canvar”) and Valtech Communications, Inc. 550 Chemin du Golf Suite 202, Ile des Soeurs PQ H3E 1A8 Canada, (“Valtech”) The parties hereto are hereinafter referred to as the “Parties.”

Tracinda CorpPLEDGE AGREEMENT (August 5th, 2009)

THIS PLEDGE AGREEMENT (“Agreement”), dated as of June 26, 2009 and effective as of May 11, 2009 (“Effective Date”), is made and given by Roger A. Parker, an individual (the “Pledgor”), to Tracinda Corporation, a Nevada corporation (the “Secured Party”).

Seven Arts Pictures PLCDATED OCTOBER 2008 (December 12th, 2008)
Oa3, LLCAGREEMENT TO FILE AMENDMENT NO. 9 TO SCHEDULE 13D JOINTLY (July 21st, 2008)

The undersigned persons hereby agree that this Amendment No. 9 to the Schedule 13D filed by themselves with the Securities and Exchange Commission on Monday, July 21, 2008, and any amendments thereto, may be filed in a single statement on behalf of all such undersigned persons, and further, each such undersigned person designates Robert P. Bermingham as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.

Shamrock Activist Value Fund L PAGREEMENT (May 29th, 2008)

This Agreement (the “Agreement”), dated as of May 28, 2008, is by and among certain entities listed on Schedule A hereto (collectively, the “Shamrock Group”, and each individually a “member” of the Shamrock Group) and Coinstar, Inc. (the “Company”).

Shamrock Activist Value Fund L PAGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D (February 15th, 2008)

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Reddy Ice Holdings, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

Blackhawk Investors Ii L L CDIRECTOR RESTRICTED STOCK AGREEMENT (December 26th, 2007)

WHEREAS, Section 9 of the 2002 Stock Awards Plan (the “Plan”) of Geokinetics Inc., a Delaware corporation (the “Company”), authorizes the Board of Directors of the Company (the “Board”) or the Compensation Committee thereof (the “Committee”) to award shares of restricted stock to eligible participants in the Plan;

Travelers Companies, Inc.RELEASE OF DEBT (November 14th, 2007)

This Release of Debt is made as of November 8, 2007 by and among Planet Technologies, Inc., a California corporation (including its predecessors, successors and assigns, the “Company”), and Windamere III, LLC ( “Windamere”).

Northstar Capital Investment Corp /Md/Banc of America Investment Services, Inc. New York, NY 10019 Attention: Michael R. Smith (September 21st, 2007)

This agreement is intended to create a plan for the periodic purchase of common stock of Morgans Hotel Group Co. (the “Company”) pursuant to Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If this letter is signed by more than one person or entity other than Banc of America Investment Services, Inc. (“BAI” or “you”), “you”, “I”, “me” or “my” as used herein shall mean each signatory.

Morgan StanleyAMENDMENT NO. 4, WAIVER AND CONSENT (April 17th, 2007)

Amendment No. 4, Waiver and Consent, dated as of December 21, 2006 (this “Amendment No. 4”), relating to the Investment and Note Purchase Agreement (the “Existing Agreement”), dated as of June 23, 2005, by and among Viatel Holding (Bermuda) Limited (the “Company”) and the purchasers named therein and the Company’s Senior Secured Increasing Rate Notes Due 2007 (the “New Notes”). Capitalized terms used in this Amendment No. 4 and not defined shall have the meanings assigned to them in the Existing Agreement.