Fox Rothschild Sample Contracts

Securities Purchase Agreement (July 12th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of July 10, 2018, between ReShape Lifesciences 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).

The McClatchy Company 9.000% Senior Secured Notes Due 2026 Purchase Agreement (July 6th, 2018)
Contract (June 27th, 2018)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Contract (June 27th, 2018)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Securities Purchase Agreement (June 21st, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of June 19, 2018, between ReShape Lifesciences 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).

Credit Agreement (June 19th, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of June 19, 2018, among THE TORO COMPANY, a Delaware corporation ("Toro"), TORO LUXEMBOURG S.A.R.L. ("Toro Luxembourg"), a Luxembourg limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of the Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register (Registre de Commerce et des Societes de Luxembourg) under registration number B 131.092, certain other Subsidiaries of Toro party hereto pursuant to Section 2.17 (each a "Designated Borrower" and, together with Toro Luxembourg, the "Subsidiary Borrowers" and, together with Toro, the "Borrowers" and each a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Securities Purchase Agreement (June 8th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of June 7, 2018, between ReShape Lifesciences 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).

MeiraGTx Holdings plc – MeiraGTx Holdings Plc (A Cayman Islands Exempted Company) [] Ordinary Shares UNDERWRITING AGREEMENT (June 4th, 2018)
Smart Sand, Inc. – Registration Rights Agreement (May 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [________________], 2018, is by and between Smart Sand Inc., a Delaware corporation (the "Company") and Quickthree Solutions, Inc., a corporation existing under the laws of the Province of Saskatchewan ("Seller").

Smart Sand, Inc. – ASSET PURCHASE AGREEMENT by and Among (May 18th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of May 8, 2018, is entered into by and among Quickthree Solutions Inc., a corporation existing under the laws of the Province of Saskatchewan ("Seller"), Quickthree Technology, LLC, a limited liability company existing under the laws of the State of Delaware ("Buyer"), certain shareholders of Seller who are listed on Schedule I attached hereto (the "Restricted Shareholders"), certain shareholders of Seller who are listed on Schedule II attached hereto (the "Majority Shareholders") and, solely with respect to Section 10.14, Smart Sand Inc., a corporation existing under the laws of the State of Delaware ("Parent").

CREDIT AGREEMENT Dated as of May 14, 2018, Among RED LION HOTELS CORPORATION as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent and Sole Bookrunner and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK SECURITIES INC., CAPITAL ONE, NATIONAL ASSOCIATION and RAYMOND JAMES BANK, N.A., as Joint Lead Arrangers (May 16th, 2018)

This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this Agreement) is entered into as of May 14, 2018, among RED LION HOTELS CORPORATION, a Washington corporation (the Borrower), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Smart Sand, Inc. – Registration Rights Agreement (May 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [________________], 2018, is by and between Smart Sand Inc., a Delaware corporation (the "Company") and Quickthree Solutions, Inc., a corporation existing under the laws of the Province of Saskatchewan ("Seller").

Smart Sand, Inc. – ASSET PURCHASE AGREEMENT by and Among (May 14th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of May 8, 2018, is entered into by and among Quickthree Solutions Inc., a corporation existing under the laws of the Province of Saskatchewan ("Seller"), Quickthree Technology, LLC, a limited liability company existing under the laws of the State of Delaware ("Buyer"), certain shareholders of Seller who are listed on Schedule I attached hereto (the "Restricted Shareholders"), certain shareholders of Seller who are listed on Schedule II attached hereto (the "Majority Shareholders") and, solely with respect to Section 10.14, Smart Sand Inc., a corporation existing under the laws of the State of Delaware ("Parent").

Smart Sand, Inc. – Master Product Purchase Agreement (May 10th, 2018)

This Master Product Purchase Agreement (this "Agreement") is made and entered into this 13th day of February, 2018 (the "Execution Date"), by and between Smart Sand, Inc. a Delaware corporation, or its designee, with a place of business at 1000 Floral Vale Boulevard, Suite 225, Yardley, Pennsylvania 19067 ("Smart Sand") and Hess Corporation, a Delaware corporation, with a place of business at 1501 McKinney Street, Houston, Texas 77010 ("Buyer").

Placement Agency Agreement (April 3rd, 2018)
Securities Purchase Agreement (April 3rd, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of April 2, 2018, between ReShape Lifesciences 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).

Smart Sand, Inc. – Master Product Purchase Agreement (March 15th, 2018)

This Master Product Purchase Agreement (this "Agreement") is made and entered into effective as of the 1st day of January 2018 (the "Effective Date"), by and between Smart Sand, Inc. a Delaware corporation, or its designee, with a place of business at 1000 Floral Vale Blvd., Suite 125, Yardley, Pennsylvania 19067 ("Smart Sand") and WPX Energy Production LLC, a Delaware limited liability company with a place of business at 3500 One Williams Center, Tulsa, OK 74172 ("Buyer").

Securities Purchase Agreement (March 1st, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 27, 2017, between Players Network, Inc., a Nevada corporation and its predecessors (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

Gordon Pointe Acqusition Corp. – Investment Management Trust Agreement (January 30th, 2018)

This Investment Management Trust Agreement (this "Agreement") is made effective as of January 24, 2018 by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Gordon Pointe Acqusition Corp. – 12,500,000 Units1 Gordon Pointe Acquisition Corp. UNDERWRITING AGREEMENT (January 30th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among HARVARD BIOSCIENCE, INC. And PLYMOUTH SUB, INC. And DATA SCIENCES INTERNATIONAL, INC. And THE STOCKHOLDER REPRESENTATIVE Dated as of January 22, 2018 AGREEMENT AND PLAN OF MERGER (January 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is made and entered into as of January 22, 2018, by and among Harvard Bioscience, Inc., a Delaware corporation ("Parent"), Plymouth Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Data Sciences International, Inc., a Delaware corporation (the "Company"), and, solely for purposes of Section 11.01 herein, Plymouth Stockholder Rep, LLC (the "Stockholder Representative").

Pure Cycle Corporation – TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (Sky Ranch) (January 9th, 2018)

THIS TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Amendment") is made as of November _____, 2017 ("Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and TAYLOR MORRISON OF COLORADO, INC., a Colorado corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties."

Pure Cycle Corporation – TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (Sky Ranch) (January 9th, 2018)

THIS TENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Amendment") is made as of the date the last of the Parties executes and dates this Amendment (the "Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and KB HOME COLORADO INC., a Colorado corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties."

Empire Resorts – Empire Resorts, Inc., as Borrower Monticello Raceway Management, Inc., as Guarantor DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of December 28, 2017 Bangkok Bank PCL, New York Branch, as Lender (January 3rd, 2018)

DELAYED DRAW TERM LOAN CREDIT AGREEMENT (the Agreement) dated as of December 28, 2017, between EMPIRE RESORTS, INC. (the Borrower), MONTICELLO RACEWAY MANAGEMENT, INC. (a Guarantor), and Bangkok Bank PCL, New York Branch, as lender (the Lender).

Aircraft Time Sharing Agreement (January 2nd, 2018)

This Aircraft Time Sharing Agreement (the Agreement) is entered into as of January 2, 2018 (the Effective Date), by and between Century Communities, Inc., a Delaware limited liability company with a business address of 8390 E. Crescent Parkway, Suite 650, Greenwood Village, CO 80111 (CCS), and the individual Colorado resident who has signed below (Time Share Lessee).

Aircraft Time Sharing Agreement (January 2nd, 2018)

This Aircraft Time Sharing Agreement (the Agreement) is entered into as of January 2, 2018 (the Effective Date), by and between Century Communities, Inc., a Delaware limited liability company with a business address of 8390 E. Crescent Parkway, Suite 650, Greenwood Village, CO 80111 (CCS), and the individual Colorado resident who has signed below (Time Share Lessee).

Aircraft Time Sharing Agreement (January 2nd, 2018)

This Aircraft Time Sharing Agreement (the Agreement) is entered into as of January 2, 2018 (the Effective Date), by and between Century Communities, Inc., a Delaware limited liability company with a business address of 8390 E. Crescent Parkway, Suite 650, Greenwood Village, CO 80111 (CCS), and the individual Colorado resident who has signed below (Time Share Lessee).

Gordon Pointe Acqusition Corp. – Indemnity Agreement (December 22nd, 2017)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of [*], 2018, by and between GORDON POINTE ACQUISITION CORP., a Delaware corporation (the "Company"), and [*] ("Indemnitee").

Gordon Pointe Acqusition Corp. – 12,500,000 Units1 Gordon Pointe Acquisition Corp. UNDERWRITING AGREEMENT (December 22nd, 2017)

Gordon Pointe Acquisition Corp., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you (the "Representative") are acting as representative, 12,500,000 units (the "Units") of the Company (said Units to be issued and sold by the Company being hereinafter called the "Underwritten Securities"). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments, if any (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitaliz

Gordon Pointe Acqusition Corp. – December 22, 2017 Gordon Pointe Acquisition Corp. (December 22nd, 2017)
Gordon Pointe Acqusition Corp. – Form of Investment Management Trust Agreement (December 22nd, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [*], 2018 by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Comstock Homebuilding Companies – Asset Purchase Agreement (November 16th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of July , 2017, is entered into among Monridge Environmental, LLC d/b/a JK Environmental Services, LLC, a Pennsylvania limited liability company (Seller), JK Environmental Services, LLC, a Virginia limited liability company (Buyer), Kevin Brien (Brien) and John Krinis (Krinis). Seller, Brien and Krinis shall be collectively referred to as the Seller Parties, and each individually, a Seller Party.

Gordon Pointe Acqusition Corp. – Indemnity Agreement (November 6th, 2017)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of [*], 2017, by and between GORDON POINTE ACQUISITION CORP., a Delaware corporation (the "Company"), and [*] ("Indemnitee").

Second Amended and Restated Revolving Loan Agreement (October 5th, 2017)

This Second Amended and Restated Revolving Loan Agreement (as it may from time to time be supplemented, modified, amended, renewed, extended or supplanted, this "Agreement"), dated as of July 27, 2017, is entered into by and among KB HOME, a Delaware corporation ("Borrower"), each financial institution set forth on the signature pages of this Agreement or which from time to time becomes party hereto (collectively, the "Banks" and individually, a "Bank"), and Citibank, N.A., as Administrative Agent.

Agreement and Plan of Merger by and Among Enteromedics Inc. Nixon Subsidiary Inc. Nixon Subsidiary Holdings Llc Reshape Medical, Inc. And Healthcor Partners Fund Ii, L.P. And Endeavor Medtech Gp Limited as the Members of the Company Holder Committee October 2, 2017 (October 3rd, 2017)