Fox Rothschild Sample Contracts

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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.

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)
Voting and Standstill Agreement (October 3rd, 2017)

This Voting and Standstill Agreement (this Agreement), dated as of October 2, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and (Stockholder).

Voting and Standstill Agreement (October 3rd, 2017)

This Voting and Standstill Agreement (this Agreement), dated as of October 2, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and (Stockholder).

Kadmon Holdings, LLC – Kadmon Holdings, Inc. 18,500,000 Shares of Common Stock ($0.001 Par Value) 18,500,000 Warrants to Purchase 7,400,000 Shares of Common Stock Underwriting Agreement (September 28th, 2017)
Performant Financial Corp. – Registration Rights Agreement (August 17th, 2017)

This Registration Rights Agreement (this "Agreement") is made as of August 11, 2017, by and between Performant Financial Corporation, a Delaware corporation (the "Company"), and ECMC Group, Inc. (the "Investor"). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.

20,000 Shares of Series B Convertible Preferred Stock (Convertible Into 8,700,000 Shares of Common Stock) and 8,700,000 Warrants (Exercisable for 8,700,000 Shares of Common Stock) of Enteromedics Inc. Underwriting Agreement (August 16th, 2017)

The undersigned, EnteroMedics Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of EnteroMedics Inc., the Company), hereby confirms its agreement (this Agreement) with the several underwriters (such underwriters, including the Representative (as defined below), the Underwriters and each an Underwriter) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the Representative and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Campbell Mithun Tower (August 16th, 2017)
Emerge Energy Services Lp Commo – Sand Supply Agreement (August 4th, 2017)

This SAND SUPPLY AGREEMENT (this "Agreement"), is entered into effective as of the Effective Date listed on Schedule A hereto (the "Effective Date"), by and between SUPERIOR SILICA SANDS LLC, a Texas limited liability company ("Supplier"), and LIBERTY OILFIELD SERVICES, LLC, a Delaware limited liability company ("Customer"). Any capitalized terms used herein but not otherwise defined herein shall have the meaning set forth on Schedule A hereto the terms of which are incorporated herein by reference. Customer and Supplier may also be referred to hereafter as a "Party" or collectively as the "Parties".

INVESTMENT AGREEMENT by and Among VICON INDUSTRIES, INC., and NIL FUNDING CORPORATION Dated as of July 27, 2017 (August 1st, 2017)
Radiant Logistics – Second Amendment to Amended and Restated Loan and Security Agreement (June 20th, 2017)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of June 14, 2017, is entered into by and among (i) Radiant Logistics, Inc., a Delaware corporation, Radiant Global Logistics, Inc., a Washington corporation, Radiant Transportation Services, Inc., a Delaware corporation, Radiant Logistics Partners LLC, a Delaware limited liability company, Adcom Express, Inc., a Minnesota corporation, Radiant Customs Services, Inc., a New York corporation (formerly known as SBA Consolidators, Inc.), DBA Distribution Services, Inc., a New Jersey corporation, International Freight Systems (of Oregon), Inc., an Oregon corporation, Radiant Off-Shore Holdings LLC, a Washington limited liability company, Green Acquisition Company, Inc., a Washington corporation, On Time Express, Inc., an Arizona corporation, Clipper Exxpress Company, a Delaware corporation, Radiant Global Logistics (CA), Inc., a Delaware corporation (formerly known as Wheels MSM US, Inc.),

Empire Resorts – First Amendment to Building Term Loan Agreement, Building Loan Disbursement Agreement and Project Disbursement Agreement (June 1st, 2017)

THIS FIRST AMENDMENT TO BUILDING TERM LOAN AGREEMENT, BUILDING LOAN DISBURSEMENT AGREEMENT AND PROJECT DISBURSEMENT AGREEMENT (this Amendment), dated as of May 26, 2017 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among MONTREIGN OPERATING COMPANY, LLC, a New York limited liability company with an address at 204 State Route 17b, Monticello, New York 12701 (the Borrower), EMPIRE RESORTS REAL ESTATE I, LLC, a New York limited liability company with an address at 204 State Route 17b, Monticello, New York 12701 (the Golf Sub), EMPIRE RESORTS REAL ESTATE II, LLC, a New York limited liability company with an address at 204 State Route 17b, Monticello, New York 12701 (the EV Sub), EMPIRE RESORTS, INC., a Delaware corporation with an address at 204 State Route 17b, Monticello, New York 12701 (the Completion Guarantor), MONTREIGN HOLDING COMPANY, LLC, a New York limited liability company with an address at 204 State Route 17b, Monticello, New

Non-Competition and Non-Solicitation Agreement (May 23rd, 2017)

This Non-Competition and Non-Solicitation Agreement (this Agreement) is being executed and delivered as of May 22, 2017 by Dr. Raj Nihalani (Stockholder) in favor and for the benefit of EnteroMedics Inc., Inc., a Delaware corporation (Parent). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

Voting Agreement (May 23rd, 2017)

This VOTING AGREEMENT (this Agreement), dated as of May 22, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and Dr. Raj Nihalani (Stockholder), will become effective immediately following the completion of the Merger (as defined below).

Voting Agreement (May 23rd, 2017)

This VOTING AGREEMENT (this Agreement), dated as of May 22, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and Dr. Raj Nihalani (Stockholder), will become effective immediately following the completion of the Merger (as defined below).

Non-Competition and Non-Solicitation Agreement (May 23rd, 2017)

This Non-Competition and Non-Solicitation Agreement (this Agreement) is being executed and delivered as of May 22, 2017 by Dr. Raj Nihalani (Stockholder) in favor and for the benefit of EnteroMedics Inc., Inc., a Delaware corporation (Parent). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

Agreement and Plan of Merger by and Among Enteromedics Inc. Acorn Subsidiary Inc. Acorn Subsidiary Holdings Llc Bariosurg, Inc. And Dr. Raj Nihalani, as Stockholder Representative May 22, 2017 (May 23rd, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 22, 2017 by and among EnteroMedics Inc., a Delaware corporation ("Parent"), Acorn Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Acorn Subsidiary Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Sub LLC"), BarioSurg, Inc., a Delaware corporation (the "Company"), and Dr. Raj Nihalani as stockholder representative (the "Stockholder Representative"). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

OPTION TO PURCHASE COMMON STOCK OF BIO-key International, Inc. Void After (May 15th, 2017)

This certifies that, for value received, ("Holder"), is entitled, subject to the terms set forth below, to purchase from BIO-key International, Inc., a Delaware corporation (the "Company"), shares of the common stock, $.0001 par value per share, of the Company ("Common Stock"), as constituted on the date hereof (the "Option Issue Date"), with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.

Contract (May 15th, 2017)

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.

Smart Sand, Inc. – Master Product Purchase Agreement (May 11th, 2017)

This Master Product Purchase Agreement (this "Agreement") is made and entered into this 8th day of March, 2017 (the "Execution Date"), by and between Smart Sand, Inc. a Delaware corporation, or its designee, with a place of business at 1010 Stony Hill Rd., Suite 175, Yardley, Pennsylvania 19067 ("Smart Sand") and Liberty Oilfield Services, LLC, a Delaware limited liability company with a place of business at 950 17th Street, Suite 2000, Denver, Colorado 80202 ("Buyer").

Confidential Securities Purchase Agreement (May 3rd, 2017)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into and effective simultaneously with the execution of this Agreement on this 28th day of April 2017, by and between BIO-key International, Inc., a Delaware corporation (the "Company"), and Wong Kwok Fong (the "Purchaser").

COMMON STOCK PURCHASE AGREEMENT Dated as of May 2, 2017 by and Between BIO-KEY INTERNATIONAL, INC. And XANTHE HOLDINGS LTD. (May 3rd, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May [___], 2017, is by and between BIO-key International, Inc., a Delaware corporation (the "Company"), and Xanthe Holdings Ltd., a company organized and existing under the laws of the British Virgin Islands (the "Investor").

Biohaven Pharmaceutical Holding Co Ltd. – EXCLUSIVE LICENSE AGREEMENT Between Biohaven Pharmaceutical Holding Co. Ltd and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY (April 24th, 2017)

THIS LICENSE AGREEMENT (the Agreement) is made and is effective as of June 15, 2016, (the Effective Date) between Rutgers, The State University of New Jersey, having its statewide Office of Research Commercialization at 33 Knightsbridge Road, Piscataway, NJ 08854, (hereinafter Rutgers), and Biohaven Pharmaceutical Holding Co. Ltd, a corporation having a principal place of business at an address of c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (hereinafter Licensee, and together with Rutgers the Parties, and each individually a Party).

AGREEMENT AND PLAN OF MERGER Dated as of April 16, 2017 Among MOCON, INC. AMETEK, INC. And AMETEK ATOM, INC. (April 17th, 2017)

Section 4.15 Properties and Assets 27 Section 4.16 Intellectual Property 28 Section 4.17 Labor and Employment Matters 30 Section 4.18 Absence of Rights Agreements; Anti-Takeover Provisions, No Other Agreement 31 Section 4.19 Brokers' Fees and Expenses 32 Section 4.20 Opinion of Financial Advisor 32 Section 4.21 Insurance 32 Section 4.22 Interested Party Transactions 32 Section 4.23 No Reliance 32 ARTICLE V Covenants Relating to Conduct of Business 33 Section 5.01 Conduct of Business by the Company 33 Section 5.02 Conduct of Business by Parent 36 Section 5.03 No Control 37 Section 5.04 No Solicitation by the Company; Company Board Recommendation 37 Section 5.05 Meeting of Shareholders to Approve the Merger; Preparation of the Proxy Statement 43 ARTICLE VI Additional Agreements 44 Section 6.01 Cooperation 44 Section 6.02 Access to Information; Confidentiality 44 Section 6.03 Efforts to Consummate 45 Section 6.04 Company Equity and Equity-Based Awards 47 Sect

Biohaven Pharmaceutical Holding Co Ltd. – EXCLUSIVE LICENSE AGREEMENT Between Biohaven Pharmaceutical Holding Co. Ltd and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY (April 7th, 2017)

THIS LICENSE AGREEMENT (the Agreement) is made and is effective as of June 15, 2016, (the Effective Date) between Rutgers, The State University of New Jersey, having its statewide Office of Research Commercialization at 33 Knightsbridge Road, Piscataway, NJ 08854, (hereinafter Rutgers), and Biohaven Pharmaceutical Holding Co. Ltd, a corporation having a principal place of business at an address of c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (hereinafter Licensee, and together with Rutgers the Parties, and each individually a Party).

Entellus Medical – Loan and Security Agreement (April 6th, 2017)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of March 31, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 ( Borrower). The parties agree as follows:

Broadway Financial Corporation – SECURITIES PURCHASE AGREEMENT by and Among THE UNITED STATES DEPARTMENT OF THE TREASURY, BROADWAY FINANCIAL CORPORATION, and EACH OF THE OTHER PURCHASERS SET FORTH ON THE SIGNATURE PAGES HERETO Dated as of December 21, 2016 (March 27th, 2017)

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement) is dated as of December 21, 2016, and is entered into by and among the United States Department of the Treasury (the Seller), Broadway Financial Corporation, a Delaware corporation (the Company), and each of the other purchasers set forth on the signature pages hereto (together with the Company, the Purchasers).

Empire Resorts – REVOLVING CREDIT AGREEMENT Among (March 13th, 2017)
Empire Resorts – BUILDING TERM LOAN AGREEMENT (To Be Filed Pursuant to the Lien Law of the State of New York) Among (March 13th, 2017)
Biohaven Pharmaceutical Holding Co Ltd. – EXCLUSIVE LICENSE AGREEMENT Between Biohaven Pharmaceutical Holding Co. Ltd and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY (February 14th, 2017)

THIS LICENSE AGREEMENT (the Agreement) is made and is effective as of June 15, 2016, (the Effective Date) between Rutgers, The State University of New Jersey, having its statewide Office of Research Commercialization at 33 Knightsbridge Road, Piscataway, NJ 08854, (hereinafter Rutgers), and Biohaven Pharmaceutical Holding Co. Ltd, a corporation having a principal place of business at an address of c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (hereinafter Licensee, and together with Rutgers the Parties, and each individually a Party).

Smart Sand, Inc. – Master Product Purchase Agreement (January 6th, 2017)

This Master Product Purchase Agreement (this Agreement) is made and entered into this 14th day of December, 2016 (the Execution Date), and effective as of the 1st day of January, 2017 (the Effective Date), by and between Smart Sand, Inc. a Delaware corporation, with a place of business at 1010 Stony Hill Rd., Suite 175, Yardley, Pennsylvania 19067 (Smart Sand) and Rice Drilling B LLC, a Delaware Limited Liability Company with a place of business at 2200 Rice Dr., Canonsburg, PA 15317 (Buyer).

Braeburn Pharmaceuticals, Inc. – Page (December 30th, 2016)
Repligen Corporation – STOCK PURCHASE AGREEMENT by and Among NOVASEP PROCESS SAS AND JOHN CONNORS (Collectively, the Sellers) and REPLIGEN CORPORATION (Purchaser) DATE: DECEMBER 14, 2016 (December 15th, 2016)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of the 14th day of December, 2016, by and among NOVASEP PROCESS SAS, a French corporation (Novasep), and JOHN CONNORS (Connors) (each, a Seller, and collectively, the Sellers), and REPLIGEN CORPORATION, a Delaware corporation (the Purchaser).

Smart Sand, Inc. – CREDIT AGREEMENT Dated as of December 8, 2016, Among SMART SAND, INC., as the Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Sole Lead Arranger and Sole Bookrunner (December 14th, 2016)

CREDIT AGREEMENT, dated as of December 8, 2016 (this Agreement), by and among SMART SAND, INC., a Delaware corporation (the Borrower), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and JEFFERIES FINANCE LLC, as Issuing Bank, Swingline Lender, and as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and collateral agent (in such capacity, including any successor thereto, the Collateral Agent) for the Lenders.