Florida Sample Contracts

Imperial Holdings – Subscription Agreement (February 15th, 2019)

The undersigned (the "Investor") hereby confirms its agreement with Emergent Capital, Inc., a Florida corporation (the "Company"), as follows:

P & F Industries, Inc. – Amendment No. 6 to Second Amended and Restated Loan and Security Agreement (February 15th, 2019)

This AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of February 14, 2019 (this "Amendment"), among P&F INDUSTRIES, INC., a Delaware corporation ("P&F"), FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation ("Florida Pneumatic"), HY-TECH MACHINE, INC., a Delaware corporation ("Hy-Tech" and together with P&F and Florida Pneumatic, collectively, the "Borrowers" and each, a "Borrower"), JIFFY AIR TOOL, INC., a Delaware corporation ("Jiffy"), ATSCO HOLDINGS CORP., a Delaware corporation ("ATSCO"), BONANZA PROPERTIES CORP, a Delaware corporation ("Properties"), CONTINENTAL TOOL GROUP, INC., a Delaware corporation ("Continental"), COUNTRYWIDE HARDWARE, INC., a Delaware corporation ("Countrywide"), EMBASSY INDUSTRIES, INC., a New York corporation ("Embassy") and EXHAUST TECHNOLOGIES, INC., a Delaware corporation, ("Exhaust", and together with Jiffy, ATSCO, Properties, Continental, Countrywide, Embassy, collectively, "Guarantors" and each, a

Greater Cannabis Company, Inc. – Securities Purchase Agreement (February 15th, 2019)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 12, 2019, by and between Greater Cannabis Company, Inc., a Florida corporation, with headquarters located at 15 Walker Avenue Suite 101, Baltimore, MD 21208 (the "Company") and EAGLE EQUITIES, LLC, with its address at 390 Whalley Ave., New Haven, CT 06511 (the "Buyer").

Amended and Restated 2014 Equity Incentive Plan (February 15th, 2019)

Pursuant to the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (as amended from time to time, the "Plan"), Citrix Systems, Inc. (the "Company") hereby grants an Award (as defined in the Plan) of Restricted Stock Units (as defined in the Plan) to the awardee named above ( "Awardee"). Upon acceptance of this Global Restricted Stock Unit Agreement, including any special terms and conditions set forth in any appendix for Awardee's country (the "Appendix" and together with the Global Restricted Stock Unit Agreement, the "Award Agreement"), Awardee shall receive the number of Restricted Stock Units specified above, subject to the restrictions and conditions set forth in this Award Agreement and in the Plan.

XCel Brands, Inc. – Asset Purchase Agreement (February 15th, 2019)

This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of February __, 2019, by and among H Heritage Licensing, LLC, a Delaware limited liability company and wholly owned subsidiary of Xcel, (the "Buyer"), The H Company IP, LLC, a Delaware limited liability company (the "Seller"), and House of Halston, LLC, a Delaware limited liability company and the sole member of the Seller ("Parent" and together with the Seller, the "Seller Parties"). The Seller Parties and the Buyer are referred to herein each individually as a "Party," and collectively as the "Parties."

Premier Exhibitions – Amendment NO. 2 to ASSET Purchase Agreement (February 15th, 2019)

This Amendment No. 2 to Asset Purchase Agreement (this "Amendment") is made and entered into as of February 13, 2019, by and among (i) Premier Exhibitions, Inc., a Florida corporation ("Premier"), (ii) Arts and Exhibitions International, LLC, a Florida limited liability company ("A&E"), (iii) Premier Exhibition Management LLC, a Florida limited liability company ("PEM"), (iv) Premier Exhibitions NYC, Inc., a Nevada corporation ("Premier NYC"), (v) Premier Merchandising, LLC, a Delaware limited liability company ("Premier Merch"), (vi) Premier Exhibitions International, LLC, a Delaware limited liability company ("PEI"), (vii) Dinosaurs Unearthed Corp., a Delaware corporation ("DU Corp.") (collectively with Premier, A&E, PEM, Premier NYC, Premier Merch and PEI, the "Debtor Sellers"); (viii) DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia ("DinoKing"), (ix) RMS Titanic, Inc., a Florida corporation ("RMST"), solely for purposes of Article I

Cole Office & Industrial REIT (CCIT II), Inc. – Agreement of Purchase and Sale (February 15th, 2019)

THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is dated as of February _14_, 2019 (the "Effective Date"), between each entity identified as a Seller on Schedule A attached hereto (each a "Selling Entity" and collectively "Seller") and INDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust, as buyer ("Buyer"), and is joined by Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation ("Cole REIT"), for the sole purpose of providing credit support for certain obligations of Seller as set forth in Section 6.4 of this Agreement.

Youngevity International, Inc. – Form of Convertible Promissory Note (February 15th, 2019)

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 ("THE ACT"), NOR UNDER APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF BORROWER.

Commitment Agreement (February 15th, 2019)

Athene Annuity and Life Company ("Insurer") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by a dedicated separate account and guaranteed by its general account (the "Contract") for the Weyerhaeuser Pension Plan (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 9. By signing this Commitment Agreement, Insurer, Weyerhaeuser Company (the "Company"), and State Street Global Advisors Trust Company, acting solely in its capacity as the independent fiduciary of the Plan (the "Independent Fiduciary"), agree as follows:

CREDIT AGREEMENT Among SYKES ENTERPRISES, INCORPORATED as Borrower THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and Issuing Lender KEYBANC CAPITAL MARKETS INC. As Sole Lead Arranger and Sole Book Runner BANK OF AMERICA, N.A. CITIBANK, N.A. As Co-Syndication Agents CITIZENS BANK, N.A. U.S. BANK NATIONAL ASSOCIATION as Co- Documentation Agents Dated as of February 14, 2019 (February 15th, 2019)

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this Agreement) is made effective as of the 14th day of February, 2019 among:

Pacific Entertainment – Securities Purchase Agreement (February 15th, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of February 14, 2019, between Genius Brands International, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Bi-Lateral Term Loan Agreement $4,500,000,000 Senior Unsecured Bridge Facility Between Nextera Energy Capital Holdings, Inc., as Borrower And (February 15th, 2019)

This BI-LATERAL TERM LOAN AGREEMENT, dated as of December 27, 2018, is by and among NEXTERA ENERGY CAPITAL HOLDINGS, INC., a Florida corporation (the "Borrower"), and [****] (the "Lender") (the Borrower and the Lender are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party").

Youngevity International, Inc. – Youngevity International, Inc. (February 15th, 2019)

THE SECURITIES BEING OFFERED BY YOUNGEVITY INTERNATIONAL, INC. HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS SUBSCRIPTION AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Greater Cannabis Company, Inc. – Contract (February 15th, 2019)
GM Financial Automobile Leasing Trust 2019-1 – Contract (February 15th, 2019)
Greater Cannabis Company, Inc. – Contract (February 15th, 2019)
Elite Performance Holding Corp – ELITE PERFORMANCE HOLDING CORP. $157 ,500.00 NOTE EIGHT PERCENT (8%) CONVERTIBLE NOTE DATED January 7, 2019 (February 13th, 2019)

THIS NOTE (the " Note") is a duly authorized Convertible Note of ELITE PERFORMANCE HOLDING CORP. a Nevada corporation (the" Company").

Stanley Furniture Company, Inc. – Consent, Reaffirmation, and Joinder (February 13th, 2019)

This Consent, Reaffirmation, and Joinder (this "Agreement"), dated as of February 7, 2019, is entered into by and among STANLEY FURNITURE COMPANY LLC, a Delaware limited liability company formerly known as Churchill Downs LLC (the "Borrower"), STANLEY INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, CHURCHILL DOWNS HOLDINGS LTD., a British Virgin Islands business company, STANLEY FURNITURE COMPANY 2.0, LLC, a Virginia limited liability company, and HG HOLDINGS, INC., a Delaware corporation formerly known as Stanley Furniture Company, Inc. (the "Lender"). Capitalized terms that are not otherwise defined herein shall have their defined meanings under the Amended and Restated Subordinated Secured Promissory Note, dated as of September 6, 2018, executed by the Borrower and accepted by the Lender (as amended, the "Note").

TRANSDIGM INC. 7.50% Senior Subordinated Notes Due 2027 REGISTRATION RIGHTS AGREEMENT (February 13th, 2019)
Female Health Company (The) – Executive Employment Agreement (February 13th, 2019)

This Employment Agreement (the "Agreement") is made and entered into as of January 2, 2019 (the "Effective Date") by and between Charles T. Todd, Jr., an individual residing at 23 Newport Drive, New Durham, NH 03855 (the "Executive") and Veru Inc., a Wisconsin corporation d/b/a The Female Health Company, with its corporate headquarters at 4400 Biscayne Blvd., Suite 888, Miami FL 33137 (the "Company").

P & F Industries, Inc. – THIRD Amended and Restated CAPEX LOAN NOTE (February 13th, 2019)

P&F INDUSTRIES, INC., a Delaware corporation ("P&F"), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, a Florida corporation ("Florida Pneumatic") and HY-TECH MACHINE, INC., a Delaware corporation ("Hy-Tech", and together with P&F and Florida Pneumatic collectively, "Borrowers" and each, a "Borrower"), for value received, hereby unconditionally promise to pay, on a joint and several basis, to the order of CAPITAL ONE, NATIONAL ASSOCIATION ("Lender"), the principal sum of TWO MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($2,000,000.00), or such lesser amount as may be advanced by Lender as a Capex Loan under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Second Amended and Restated Loan and Security Agreement dated as of April 5, 2017, among Borrowers, the Guarantors from time to time party thereto, Capital One, National Association, as Agent, Lender, and certain other financial institutions, as such agr

IVAX Diagnostics, Inc. – Addendum and Extension to Agreement for Purchase and Sale of Real Property (February 13th, 2019)

THIS ADDENDUM AND EXTENSION TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ("Addendum") is made this 5th day of February, 2019 (the "Addendum Effective Date"), by and between PTH NORTH MIAMI LLC, a Florida limited liability company with offices at 200 South Biscayne Blvd, Suite 3600, Miami, FL 33131 ("Buyer"), and DIAMEDIX CORPORATION, a Florida corporation ("Seller") with offices at 14100 N.W. 57th Court, Miami Lakes, FL 33014.

Stanley Furniture Company, Inc. – Contract (February 13th, 2019)

THIS SECOND AMENDED AND RESTATED SUBORDINATED SECURED PROMISSORY NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

P & F Industries, Inc. – Contract (February 13th, 2019)
Zev Ventures Inc. – Contract (February 13th, 2019)
Ally Auto Receivables Trust 2019-1 – Contract (February 13th, 2019)
Youngevity International, Inc. – ASSET AND EQUITY PURCHASE AGREEMENT BY AND AMONG YOUNGEVITY INTERNATIONAL, INC., KHRYSOS INDUSTRIES, INC., KHRYSOS GLOBAL, INC., LEIGH DUNDORE AND DWAYNE DUNDORE Dated February 12, 2019 ASSET AND EQUITY PURCHASE AGREEMENT (February 12th, 2019)

THIS ASSET AND EQUITY PURCHASE AGREEMENT, dated February 12, 2019 (this "Agreement"), is entered into by and among Youngevity International, Inc., a Delaware corporation ("YGYI"), with an address at 2400 Boswell Road, Chula Vista, California 91914, Khrysos Industries, Inc., a Delaware corporation and wholly owned subsidiary of YGYI ("KII"), with an address at 2400 Boswell Road, Chula Vista, California 91914, Khrysos Global, Inc., a Florida corporation ("KGI" or "Seller"), with an address at 622 E. Myers Blvd., Mascotte, Florida 34753, Leigh Dundore ("LD"), with an address at 622 E. Myers Blvd., Mascotte, Florida 34753, and Dwayne Dundore (the "Representing Party"), with an address at 622 E. Myers Blvd., Mascotte, Florida

Acamar Partners Acquisition Corp. – Private Placement Warrants Purchase Agreement (February 12th, 2019)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_______], 2019 (as it may from time to time be amended, this "Agreement"), is entered into by and between Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"), and Acamar Partners Sponsor I LLC, a Delaware limited liability company (the "Purchaser").

Amended and Restated Wellcare Health Plans, Inc. Executive Severance Plan (February 12th, 2019)

The Board believes that it is in the best interests of the Company to encourage the continued employment and dedication of certain officers by providing economic security to such individuals in the event of certain terminations of employment, and the Plan has been established for this purpose. The Plan is intended to be a "welfare plan" under ERISA providing benefits to a select group of management or highly compensated employees as described in DOL Regulation section 2520.104-24. The Plan is separate from the WellCare Health Plans, Inc. Severance Plan, as amended from time to time. Capitalized terms used in the Plan are defined in Section 10, except as otherwise specified.

Skyline Medical Inc. – Amended and Restated Senior Secured Promissory Note (February 12th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS, INC., a Delaware corporation (hereinafter called the "Borrower"), as of September 28, 2018 (the "Issue Date") and amended and restated as of February 7, 2019 (the "Restatement Date") hereby promises to pay to the order of PEAK ONE OPPORTUNITY FUND, LP, a Delaware limited partnership, or its registered assigns (the "Holder") the principal sum of $954,546.07 (the "Principal Amount"), together with interest at the rate of Default Interest (as defined below) or eight percent (8%) per annum as set forth herein (with the understanding that the initial twelve months of such interest of each tranche funded shall be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (the "Note"). The consideration to the Borrower for this Note is up to $750,000 (the "Consideration") in United States currency, due to the prorated original issuance discount of up to $102,273.25 (the "OID"). In addition, Borrower and Holder have entered into

Acamar Partners Acquisition Corp. – Acamar Partners Acquisition Corp. 1450 Brickell Avenue, Suite 2130 Miami, Florida 33131 (February 12th, 2019)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into or proposed to be entered into by and between Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"), and Goldman Sachs & Co. LLC and Deustche Bank Securities Inc., as the representatives (the "Representatives") of the several underwriters (each an "Underwriter" and collectively, the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 34,500,000 of the Company's units (including up to 4,500,000 units that may be purchased to cover the Underwriters' option to purchase additional units, if any) (the "Units"), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock"), and one-third of one warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock

Acamar Partners Acquisition Corp. – WARRANT AGREEMENT Between Acamar Partners Acquisition Corp. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (February 12th, 2019)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [ * ], 2019, is by and between Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the "Warrant Agent," also referred to herein as the "Transfer Agent").

Acamar Partners Acquisition Corp. – Investment Management Trust Agreement (February 12th, 2019)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [ * ], 2019 by and between Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the "Trustee").

Acamar Partners Acquisition Corp. – ACAMAR PARTNERS ACQUISITION CORP. 1450 Brickell Avenue, Suite 2130 Miami, Florida 33131 (February 12th, 2019)

This letter agreement by and between Acamar Partners Acquisition Corp. (the "Company"), on the one hand, and Acamar Partners Sponsor LLC ("Sponsor") and its affiliate, Enso Advisory LLC ("Enso"), on the other hand, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the "Registration Statement") and continuing until the earlier of the consummation by the Company of an initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"):

Youngevity International, Inc. – Securities Purchase Agreement (February 12th, 2019)

THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Youngevity International, Inc., a Delaware corporation, with headquarters located at 2400 Boswell Road, Chula Vista, California 91914 (the "Company"), and the undersigned (the "Buyer").