Florida Sample Contracts

Datasea Inc. – Indemnification Escrow Agreement (October 16th, 2018)

This INDEMNIFICATION ESCROW AGREEMENT (this "Agreement") dated as of [*], 2018 is entered into by and among Datasea Inc. (the "Company"), ViewTrade Securities, Inc. (the "Underwriter"), and Pearlman Law Group LLP (the "Escrow Agent").

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among L3 TECHNOLOGIES, INC., HARRIS CORPORATION and LEOPARD MERGER SUB INC. Dated as of October 12, 2018 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (October 16th, 2018)
Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT (October 16th, 2018)

This Securities Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is dated as of October ____, 2018, between MEDITE Cancer Diagnostics, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (including its successors and permitted assigns, the "Purchasers").

Datasea Inc. – Underwriting Agreement (October 16th, 2018)

The undersigned, Datasea Inc., a Nevada corporation (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the "Representative," if there are no underwriters other than the Representative, reference to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter, the "Underwriters" and each an "Underwriter") to issue and sell to the Underwriters an aggregate of [*] shares of common stock, $0.001 par value per share ("Common Stock"), of the Company (the "Firm Shares"). The Company has also granted to the several Underwriters an option to purchase up to [*] additional shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) hereof (the "Option Shares"). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively ca

NGFC Equities, Inc. – Subscription Agreement (October 16th, 2018)

The undersigned (the "Subscriber"), desires to become a holder of common shares (the "Shares") of AMERICAN RESOURCES CORPORATION, a corporation organized under the laws of the state of Florida (the "Company"); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

Medovex – Employment Agreement (October 15th, 2018)

This Employment Agreement (the "Agreement") is made and entered into as of October 9, 2018 (the "Effective Date") by and between Medovex Corp., a Nevada corporation, (the "Company") and William E. Horne, a Florida resident ("Executive").

New Senior Investment Group Inc. – MASTER MULTIFAMILY LOAN AND SECURITY AGREEMENT SENIORS HOUSING (Revised XX- XX-2018) (October 15th, 2018)
Second Amendment to Stock Purchase Agreement (October 15th, 2018)
Bacterin Intl Hldgs – Interim Executive Employment Agreement (October 15th, 2018)

This Interim Executive Employment Agreement ("Agreement") is effective as of October 12, 2018 ("Effective Date"), by and between Xtant Medical Holdings, Inc., a Delaware corporation (the "Company"), and Michael Mainelli, an individual ("Executive"). The Company and Executive are sometimes referred to as the "Parties" or "Party" in this Agreement, and the Company may designate a subsidiary to be the employer of the Executive.

Contract (October 15th, 2018)
Incremental Joinder Agreement No. 1 (October 15th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2017 (this Agreement), among PENN NATIONAL GAMING, INC., a Pennsylvania corporation (Borrower); the GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; BANK OF AMERICA, N.A., as swingline lender (in such capacity, together with its successors in such capacity, Swingline Lender); BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, Administrative Agent); and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors in such capacity, Collateral Agent).

World Omni Auto Receivables Trust 2018-D – INDENTURE Between WORLD OMNI AUTO RECEIVABLES TRUST 2018-D, as Issuing Entity and MUFG Union Bank, N.A. As Indenture Trustee Dated as of October 17, 2018 (October 12th, 2018)

THIS INDENTURE dated as of October 17, 2018 (as it may be amended and supplemented from time to time, this "Indenture") is between WORLD OMNI AUTO RECEIVABLES TRUST 2018-D, a Delaware statutory trust (the "Issuing Entity"), and MUFG UNION BANK, N.A., a national banking association, as trustee and not in its individual capacity (the "Indenture Trustee").

SVMK Inc. – REFINANCING FACILITY AGREEMENT, Dated as of October 10, 2018 (This Refinancing Facility Agreement), to the AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 13, 2017 (As Otherwise Amended, Supplemented or Modified Prior to the Date Hereof, the Existing Credit Agreement), Among SURVEYMONKEY INC., a Delaware Corporation (The Borrower), SVMK INC., a Delaware Corporation (Holdings), the Lenders From Time to Time Party Thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (In Such Capacity, the Agent). (October 12th, 2018)
Employment Agreement (October 12th, 2018)
22,000,000 Shares Iovance Biotherapeutics, Inc. UNDERWRITING AGREEMENT (October 12th, 2018)
Vital Therapies Inc – Investment Banking Agreement (October 12th, 2018)

We are pleased to confirm our mutual understanding regarding the retention of Ladenburg Thalmann & Co. Inc. ("Ladenburg") by Vital Therapies, Inc., its subsidiaries, affiliates, beneficiaries, successors and assigns (collectively, the "Company"), subject to the terms and conditions of this agreement (the "Agreement").

World Omni Auto Receivables Trust 2018-D – Trust Agreement (October 12th, 2018)

This TRUST AGREEMENT is dated October 17, 2018, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee.

World Omni Auto Receivables Trust 2018-D – Sale and Servicing Agreement (October 12th, 2018)

This SALE AND SERVICING AGREEMENT is dated as of October 17, 2018, among WORLD OMNI AUTO RECEIVABLES TRUST 2018-D, a Delaware statutory trust (the "Issuing Entity"), WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company (the "Depositor"), as depositor, and WORLD OMNI FINANCIAL CORP., a Florida corporation ("World Omni" or the "Servicer").

UBS Commercial Mortgage Trust 2018-C13 – Mortgage Loan Purchase Agreement (October 11th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of September 21, 2018, between CIBC Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

MTech Acquisition Corp – Waiver Agreement (October 11th, 2018)

This Waiver Agreement (this "Agreement") is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation ("Purchaser"), (ii) MJ Freeway LLC, a Colorado limited liability company (the "Company"), and (iii) MTech Sponsor LLC, a Florida limited liability company ("Holder") of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

UBS Commercial Mortgage Trust 2018-C13 – Mortgage Loan Purchase Agreement (October 11th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of September 21, 2018, between Cantor Commercial Real Estate Lending, L.P., as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

MTech Acquisition Corp – Form of Lock-Up Agreement (October 11th, 2018)

THIS LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of [*] by and among (i) MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the "Closing") as "[__________]" (together with its successors, "Pubco"), (ii) MTech Sponsor LLC, a Florida limited liability company in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the "Purchaser Representative"), and (iii) the undersigned ("Holder"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

UBS Commercial Mortgage Trust 2018-C13 – Mortgage Loan Purchase Agreement (October 11th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of September 21, 2018, between Natixis Real Estate Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2018-C13 – Mortgage Loan Purchase Agreement (October 11th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of September 21, 2018, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

MTech Acquisition Corp – Voting Agreement (October 11th, 2018)

This Voting Agreement (this "Agreement") is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation ("Purchaser"), (ii) MJ Freeway LLC, a Colorado limited liability company (the "Company"), and (iii) the undersigned member ("Holder") of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

MTech Acquisition Corp – Form of Non-Competition and Non-Solicitation Agreement (October 11th, 2018)

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is being executed and delivered as of [*], by the undersigned ("Seller") in favor of and for the benefit of MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the "Closing") as "[__________]" (together with its successors, "Pubco"), MJ Freeway LLC, a Colorado limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement, the "Company"), and each of Pubco's and the Company's present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the "Covered Parties"). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Placement Agency Agreement (October 11th, 2018)

This letter (the "Agreement") constitutes the agreement among Maxim Group LLC ("Maxim" or the "Placement Agent") and MagneGas Applied Technology Solutions, Inc. (the "Company"), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a "reasonable best efforts" basis, in connection with the proposed placement (the "Placement") of shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") and warrants to purchase shares of Common Stock (the "Warrants"). The Shares, the Warrants and the shares of Common Stock underlying the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities"). The Securities are being offered pursuant to the registration statement on Form S-3 (File No. 333-207928)(the "Registration Statement", and the prospectus contained therein, the "Prospectus") initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities A

Securities Purchase Agreement (October 11th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 11, 2018, among MagneGas Applied Technology Solutions, 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").

UBS Commercial Mortgage Trust 2018-C13 – Mortgage Loan Purchase Agreement (October 11th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of September 21, 2018, between Societe Generale, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Subscription Agreement for Accredited Investors Falconstor Software, Inc. (October 11th, 2018)

THE UNITS, INCLUDING THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND FINANCING WARRANTS COMPRISING SUCH UNITS AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OR EXERCISE OF SUCH SECURITIES, AS APPLICABLE (THE "UNIT COMPONENTS"), OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY SALE OF UNITS AND UNIT COMPONENTS IS MADE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION AS PROVIDED IN THE SECURITIES ACT AND APPLICABLE STATE LAW. THE UNITS AND UNIT COMPONENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

MTech Acquisition Corp – Form of Lock-Up Agreement (October 11th, 2018)

THIS LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of [*] by and among (i) MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the "Closing") as "[__________]" (together with its successors, "Pubco"), (ii) MTech Sponsor LLC, a Florida limited liability company in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the "Purchaser Representative"), and (iii) the undersigned ("Holder"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

MTech Acquisition Corp – Form of Non-Competition and Non-Solicitation Agreement (October 11th, 2018)

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is being executed and delivered as of [*], by the undersigned ("Seller") in favor of and for the benefit of MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the "Closing") as "[__________]" (together with its successors, "Pubco"), MJ Freeway LLC, a Colorado limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement, the "Company"), and each of Pubco's and the Company's present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the "Covered Parties"). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

UBS Commercial Mortgage Trust 2018-C13 – Mortgage Loan Purchase Agreement (October 11th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of September 21, 2018, between UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

MTech Acquisition Corp – Waiver Agreement (October 11th, 2018)

This Waiver Agreement (this "Agreement") is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation ("Purchaser"), (ii) MJ Freeway LLC, a Colorado limited liability company (the "Company"), and (iii) MTech Sponsor LLC, a Florida limited liability company ("Holder") of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

MTech Acquisition Corp – Voting Agreement (October 11th, 2018)

This Voting Agreement (this "Agreement") is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation ("Purchaser"), (ii) MJ Freeway LLC, a Colorado limited liability company (the "Company"), and (iii) the undersigned member ("Holder") of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.