Florida Sample Contracts

ASSET PURCHASE AGREEMENT BY AND AMONG SCIENZA LABS, INC. AND ROMARK GLOBAL PHARMA, LLC August 13, 2018 (August 17th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of August 13, 2018, is made by and among Scienza Labs, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico ("Seller"), and Romark Global Pharma, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico ("Buyer"). Seller and Buyer shall be referred to herein from time to time collectively as the "Parties" and individually as a "Party." Definitions of certain terms are set forth in Section 8.1.

Catalyst Pharmaceutical Partners – Fourth Amendment to Lease (August 17th, 2018)
Zekelman Industries, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 14, 2016 Among ZEKELMAN INDUSTRIES, INC., as the Borrower, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Collateral Agent, the Other Lenders Party Hereto, and GOLDMAN SACHS LENDING PARTNERS LLC and JPMORGAN CHASE BANK, N.A., as Arrangers and Bookrunners (August 17th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), this Agreement) is entered into as of June 14, 2016, among ZEKELMAN INDUSTRIES, INC. (formerly known as JMC Steel Group, Inc.), a Delaware corporation (the Company or the Borrower), each lender from time to time party hereto (collectively, the Lenders and each, individually, a Lender), GOLDMAN SACHS LENDING PARTNERS LLC (Goldman Sachs) and JPMORGAN CHASE BANK, N.A. (JPMorgan), as Arrangers and Bookrunners, and Goldman Sachs, as Administrative Agent and Collateral Agent (in such capacity, the Agent).

Foundation Building Materials, Inc. – ABL CREDIT AGREEMENT Dated as of August 13, 2018 Among FBM ALPHA LLC, as Holdings, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as the Lead Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, GOLDMAN SACHS BANK USA, RBC CAPITAL MARKETS1, and SUNTRUST ROBINSON HUMPHREY, as Joint Lead Arrangers and Joint Bookrunners (August 17th, 2018)
BEARINGS, INC. 3600 Euclid Avenue Cleveland, Ohio 44115-2515 (August 17th, 2018)

The undersigned, BEARINGS, INC., an Ohio corporation (herein called the "COMPANY"), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

Carter Validus Mission Critical REIT, Inc. – First Amendment to Third Amended and Restated Credit Agreement (August 17th, 2018)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") made as of this 13th day of August, 2018, by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the "Borrower"), CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation ("REIT"), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a "Subsidiary Guarantor" and collectively, as "Subsidiary Guarantors"; REIT and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a "Guarantor" and collectively as "Guarantors"), KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank"), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the "Lenders"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the "Agent").

ID Global Solutions Corp – Subscription Agreement (August 17th, 2018)

SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between Ipsidy Inc., a Delaware corporation (the "Company"), and the undersigned (the "Subscriber").

HealthLynked Corp – HEALTHLYNKED CORP. July 16, 2018 (August 16th, 2018)

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of July 16, 2018 by and among HealthLynked Corp. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and (ii) three series of warrants (the "Warrants") which Warrants will be exercisable to purchase shares of Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.

Titan Computer Services Inc. – P1053-010618 (August 16th, 2018)

The AI scope will be to manufacture, install and test/commission an Altitude International Altitude Chamber at the Tulane Basketball Strength and Conditioning Facility. Please see Attachment 1 for additional details.

HealthLynked Corp – Schedule 3(a) - Subsidiaries (August 16th, 2018)

Dent, pursuant to which HealthLynked will pay rent to MOD in the amount of $2,040 per month through July 31, 2018. During the six months ended June 30, 2018 and 2017, HealthLynked recognized rent expense to MOD in the amount of $12,240 and $12,240, respectively.

InfoSonics – COOL HOLDINGS, INC. (A Maryland Corporation) FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK (August 16th, 2018)

THIS CERTIFIES THAT, for value received, _______________________, or its registered assigns ("Holder"), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in Section 1.2 below), _____________ (_____) shares ("Shares") of fully paid and non-assessable common stock, par value $0.001 per share (the "Common Stock"), of Cool Holdings, Inc., a Maryland corporation, at the per share purchase price (the "Warrant Price") set forth in Section 1.1 below, subject to the further provisions of this Warrant.

Trunity Holdings, Inc. – Licensing Agreement (August 16th, 2018)

This Sponsored Licensing Agreement ("Agreement") is entered into by True Nature Holding Inc., doing business ("TNTY") and (the "Healthcare Industry Provider, or "User"), effective on the date it is last signed by the Parties (the "Effective Date").

InfoSonics – Exchange Agreement (August 16th, 2018)

This Exchange Agreement (this "Agreement") is made and entered into as June 22, 2018, by and between the undersigned holder (the "Holder"), and Cool Holdings, Inc., a Maryland corporation (the "Company").

AmeriCredit Automobile Receivables Trust 2018-2 – Contract (August 16th, 2018)
Litho Supplies – Third Supplemental Indenture (August 16th, 2018)

THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of August 16, 2018, between Ladenburg Thalmann Financial Services Inc., a Florida corporation (the "Company"), and U.S. Bank National Association, as trustee (the "Trustee").

My Cloudz, Inc. – [Form of Registration Rights Agreement] (August 16th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 30, 2018 (the "Execution Date"), is entered into by and among GRIDIRON BIONUTRIENTS, INC., a Nevada corporation (the "Company"), and the undersigned buyers (each, a "Buyer" and collectively, the "Buyers"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

My Cloudz, Inc. – [Form of Securities Purchase Agreement] (August 16th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), is entered into as of July 30, 2018 (the "Execution Date"), by and among Gridiron BioNutrients, Inc., a Nevada corporation, with headquarters located at 1119 West 1st Ave., Ste. G, Spokane, Washington 99021 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Vet Online Supply Inc – Convertible Promissory Note (August 15th, 2018)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

KLX Energy Services Holdings, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT by and Among KLX Energy Services Holdings, Inc. And Amin Khoury (August 15th, 2018)

REGISTRATION RIGHTS AGREEMENT, dated as of September [*], 2018 (this Agreement), by and among (i) KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and (ii) Amin Khoury (together with his permitted transferees, collectively, the Shareholder).

SiteOne Landscape Supply, Inc. – Fourth Amendment to Amended and Restated Credit Agreement (August 15th, 2018)

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 14, 2018 (this "Amendment"), among SiteOne Landscape Supply Holding, LLC (formerly known as JDA Holding LLC), a Delaware limited liability company (the "Parent Borrower"), SiteOne Landscape Supply, LLC (formerly known as John Deere Landscapes LLC), a Delaware limited liability company (the "OpCo Borrower", and together with the Parent Borrower, collectively, the "Borrowers" and each individually, a "Borrower"), UBS AG, Stamford Branch, as administrative agent and collateral agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below (in such capacities, the "Administrative Agent" or the "Collateral Agent", as applicable) and the Lenders party hereto.

York Entertainment – SHARE EXCHANGE AGREEMENT by and Among RECALL STUDIOS, INC.; BRICK TOP HOLDINGS, INC. And SOUTHFORK VENTURES, INC. (August 15th, 2018)

This Share Exchange Agreement (this "Agreement") is entered into as of the date first set forth above (the "Closing Date") by and between (i) Recall Studios, Inc., a Florida corporation (the "Company"), (ii) Brick Top Holdings, Inc., a Florida corporation ("Brick Top"); and (iii) Southfork Ventures, Inc., , a Florida corporation ("Southfork" and, together with Brick Top, the "Shareholders"). The Company, and the Shareholders may be referred to herein individually as a "Party" and collectively as the "Parties."

KLX Energy Services Holdings, Inc. – FORM OF LETTER AGREEMENT BETWEEN THOMAS P. McCaffrey AND KLX ENERGY SERVICES HOLDINGS, INC. KLX Energy Services Holdings, Inc. 1300 Corporate Center Way Wellington, FL 33414 (August 15th, 2018)

This letter agreement confirms the terms and conditions of your employment with KLX Energy Services Holdings, Inc. (the Company) as set forth below:

KLX Energy Services Holdings, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT by and Among KLX Energy Services Holdings, Inc. And Thomas P. McCaffrey (August 15th, 2018)

REGISTRATION RIGHTS AGREEMENT, dated as of September [*], 2018 (this Agreement), by and among (i) KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and (ii) Thomas P. McCaffrey (together with his permitted transferees, collectively, the Shareholder).

XRpro Sciences, Inc. – Icagen, Inc. Securities Purchase Agreement (August 15th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August , 2018, by and between Icagen, Inc., a Delaware corporation (the "Company"), and the investors set forth on the signature pages affixed hereto (each, an "Investor" and, collectively, the "Investors").

York Entertainment – Voting Agreement (August 15th, 2018)

THIS VOTING AGREEMENT (this "Agreement"), is made and entered into as of August 8, 2018 by and among John Textor ("Textor") and Alexander Bafer ("Bafer"), each a holder ("Key Holder") of stock in Recall Studios, Inc., a Florida Corporation (the "Company"). This Agreement shall remain in force and effect until the Company has qualified for listing, and is listed for trading, on the New York Stock Exchange, Nasdaq Stock Market or similar national securities exchange, and upon such listing for trading, this Agreement shall automatically and without any further action of any of the parties hereto, terminate and the the rights and obligations under this Agreement shall terminate at such time.

KLX Energy Services Holdings, Inc. – FORM OF LETTER AGREEMENT BETWEEN AMIN J. KHOURY AND KLX ENERGY SERVICES HOLDINGS, INC. KLX Energy Services Holdings, Inc. 1300 Corporate Center Way Wellington, FL 33414 (August 15th, 2018)

This letter agreement confirms the terms and conditions of your employment with KLX Energy Services Holdings, Inc. (the Company) as set forth below:

York Entertainment – Employment Agreement (August 15th, 2018)

This Employment Agreement (this "Agreement") is made and entered into as of August 8, 2018, by and between Recall Studios, Inc., a Florida corporation (the "Company") and John Vasquez (the "Executive"). The parties acknowledge and agree that this Agreement is entered into in connection with the Closing Share Exchange Agreement and Joinder entered into as of the date hereof by and between the Company, EVOLUTION AI CORPORATION, a Florida corporation ("EAI") and the shareholders of EAI. The Company and Executive may collectively be referred to as the "Parties" and each individually as a "Party."

York Entertainment – Agreement for Executive Chairman of Board of Directors (August 15th, 2018)

THIS AGREEMENT is made and entered into effective as of August 8, 2018 (the "Effective Date"), by and between Recall Studios, Inc., a Florida corporation, ("Company") and Alexander Bafer, an individual ("Director").

KLX Energy Services Holdings, Inc. – Employment Agreement (August 15th, 2018)

This Employment Agreement (this Agreement) is entered into effective as of February 25, 2015 (the Effective Date), by and between KLX Inc., a Delaware corporation (the Company), and Gary J. Roberts (the Executive).

York Entertainment – TERMINATION AND RELEASE AGREEMENT (Alexander Bafer Employment Agreement) Dated as of August 8, 2018 (August 15th, 2018)

This Termination and Release Agreement (the "Agreement") is entered into as of the date first set forth above (the "Effective Date"), by and between (i) Recall Studios, Inc., a Florida corporation (the "Company") and (ii) Alexander Bafer ("Principal"). Each of the Company and Principal may be referred to herein individually as a "Party" and collectively as the "Parties."

KLX Energy Services Holdings, Inc. – Credit Agreement (August 15th, 2018)

CREDIT AGREEMENT, dated as of August 10, 2018 (as the same may be amended, supplemented or otherwise modified from time to time after the date hereof, this Agreement), among KLX ENERGY SERVICES HOLDINGS, INC., a Delaware corporation (the Company), the several Lenders from time to time parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as Collateral Agent (as defined below).

KLX Energy Services Holdings, Inc. – Form of Consulting Agreement Between Amin J. Khoury and Klx Energy Services Holdings, Inc. (August 15th, 2018)

This letter agreement (the Agreement) confirms the agreement between KLX Energy Services Holdings, Inc. (the Company) and you to engage in a consulting arrangement and sets forth the agreement between the Company and you regarding the terms of such consulting arrangement.

Izea, Inc. (August 14th, 2018)

IZEA, Inc., a Nevada corporation (the "Buyer"), and Joseph DeMike, Brianna DeMike and each of the Minority Stockholders, for whom Mr. DeMike has been appointed the Stockholders' Agent (each, a "Stockholder" and, collectively, the "Stockholders"), being all of the stockholders of ZenContent, Inc., a California corporation (the "Company"), entered into a Stock Purchase Agreement, dated as of July 31, 2016 (the "Purchase Agreement"), which they now desire to amend and modify as set forth in this amendment (the "Amendment"). (Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.)

Non-Qualified Stock Option Agreement (August 14th, 2018)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") entered into as of __________, 2018 (the "Grant Date") between Forward Industries, Inc. (the "Company") and ______ (the "Optionee"). The "Company" shall include subsidiaries and/or affiliates of the Company.

Employment Agreement (August 14th, 2018)

EMPLOYMENT AGREEMENT, effective as of August 15, 2018 (the "Effective Date"), between IZEA, INC., a Nevada corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive").