Gardere Wynne Sewell Sample Contracts

Legacy Housing, LTD. – Loan and Security Agreement (December 12th, 2018)

THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this Agreement) dated as of DECEMBER 14, 2011 (the Effective Date), will serve to set forth the terms of the Credit Facility (as defined below) by and between CAPITAL ONE, N.A., a national association (together with its successors and assigns, Lender), and LEGACY HOUSING, LTD, a Texas limited partnership (Debtor).

Legacy Housing, LTD. – Loan and Security Agreement (December 11th, 2018)

THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this Agreement) dated as of DECEMBER 14, 2011 (the Effective Date), will serve to set forth the terms of the Credit Facility (as defined below) by and between CAPITAL ONE, N.A., a national association (together with its successors and assigns, Lender), and LEGACY HOUSING, LTD, a Texas limited partnership (Debtor).

RMG Networks Holding Corp – AGREEMENT AND PLAN OF MERGER by and Among RMG NETWORKS HOLDING CORPORATION, SCG DIGITAL, LLC SCG DIGITAL MERGER SUB, INC., AND, SOLELY FOR THE PURPOSES OF SECTIONS 6.19, 8.03 AND 8.04, SCG DIGITAL FINANCING, LLC April 2, 2018 (April 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement''), dated April 2, 2018 ("Execution Date"), is entered into by and among RMG Networks Holding Corporation, a Delaware corporation (the "Company"), SCG Digital, LLC, a Delaware limited liability company ("Parent"), SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and, solely for the purposes of Sections 6.19, 8.03 and 8.04, SCG Digital Financing, LLC.

Community Choice Financial Inc. – Amended and Restated Loan and Security Agreement (April 2nd, 2018)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this "Agreement") dated as of APRIL 25, 2017 (the "Effective Date"), will serve to set forth the terms of the Credit Facility by and between: (a) IVY FUNDING NINE, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender"); and (b) CCFI FUNDING II, LLC, an Ohio limited liability company ("Debtor").

Contract (March 13th, 2018)

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF MARCH 12, 2018 BY AND AMONG MICHAEL HERNANDEZ (THE "SUBORDINATED CREDITOR"), CYNERGISTEK, INC., A DELAWARE CORPORATION (THE "COMPANY"), CTEK SECURITY, INC., A TEXAS CORPORATION ("CTEK SECURITY"), CTEK SOLUTIONS, INC., A CALIFORNIA CORPORATION ("CTEK SOLUTIONS"), DELPHIIS, INC., A CALIFORNIA CORPORATION ("DELPHIIS"), EACH OTHER GUARANTOR PARTY THERETO FROM TIME TO TIME (TOGETHER WITH THE COMPANY, CTEK SECURITY, CTEK SOLUTIONS, DELPHIIS, AND EACH OTHER OBLIGOR OF THE SENIOR DEBT, THE "DEBTORS"), AND BMO HARRIS BANK N.A., A NATIONAL BANKING ASSOCIATION (THE "SENIOR LENDER"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 12, 2018 AMONG THE COMPANY, CTEK SECURITY, CTEK SOLUTIONS, DELPHIIS, EACH OT

Independent Bank Group Inc – Development Management Agreement (February 27th, 2018)

THIS DEVELOPMENT MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of the 18th day of January, 2018, ("Effective Date") by and between IBG REAL ESTATE HOLDINGS II, INC., a Texas corporation ("Owner"), and KDC MCKINNEY DEVELOPMENT ONE LLC, a Texas limited liability company ("Manager").

Condor Hospitality Trust, Inc. – HOTEL MANAGEMENT AGREEMENT Between TRS AUS TECH, LLC and PILLAR HOTELS AND RESORTS, LLC Dated January 17, 2018 (January 19th, 2018)

This HOTEL MANAGEMENT AGREEMENT (this "Agreement") is made and entered into effective as of January 17, 2018 (the "Effective Date"), by and among TRS AUS Tech, LLC, a Delaware limited liability company ("Lessee") and Pillar Hotels and Resorts, LLC, a Delaware limited liability company ("Operator"), with reference to the following facts:

Calpian Inc. – First Amendment to Settlement Agreement and Release (January 3rd, 2018)

This First Amendment to the Settlement Agreement and Release (this "Amendment") is made and entered into as of this 15th day of December, 2017, by and between HALL MOM, LLC ("Hall") and MoneyOnMobile, LLC f/k/a Calpian, Inc. ("MoneyOnMobile"). Hall and MoneyOnMobile are hereinafter sometimes collectively referred to as "the Parties" and singly as a "Party".

Delek Holdco, Inc. – Support Agreement (November 9th, 2017)

THIS SUPPORT AGREEMENT, dated as of November 8, 2017 (this "Agreement"), is entered into by and between Alon USA Partners, LP, a Delaware limited partnership ("MLP"), and Alon Assets, Inc., a Delaware corporation (the "Unitholder").

Delek Holdco, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of November 8, 2017 by and Among DELEK US HOLDINGS, INC., SUGARLAND MERGECO, LLC, ALON USA PARTNERS, LP, and ALON USA PARTNERS GP, LLC (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 8, 2017 (the "Execution Date"), is entered into by and among Delek US Holdings, Inc., a Delaware corporation ("Parent"), Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Alon USA Partners, LP, a Delaware limited partnership ("MLP"), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of MLP ("MLP General Partner").

Alon USA Partners Lp – AGREEMENT AND PLAN OF MERGER Dated as of November 8, 2017 by and Among DELEK US HOLDINGS, INC., SUGARLAND MERGECO, LLC, ALON USA PARTNERS, LP, and ALON USA PARTNERS GP, LLC (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 8, 2017 (the "Execution Date"), is entered into by and among Delek US Holdings, Inc., a Delaware corporation ("Parent"), Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Alon USA Partners, LP, a Delaware limited partnership ("MLP"), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of MLP ("MLP General Partner").

Alon USA Partners Lp – Support Agreement (November 9th, 2017)

THIS SUPPORT AGREEMENT, dated as of November 8, 2017 (this "Agreement"), is entered into by and between Alon USA Partners, LP, a Delaware limited partnership ("MLP"), and Alon Assets, Inc., a Delaware corporation (the "Unitholder").

ASSET PURCHASE AGREEMENT by and Among HEALTHY NATURAL, INC., RICEBRAN TECHNOLOGIES, AND UNITED LABORATORIES MANUFACTURING, LLC Dated as of July 14, 2017 (July 17th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") made as of July 14, 2017, is by and among United Laboratories Manufacturing, LLC, a Delaware limited liability company ("Buyer"), Healthy Natural, Inc., a Nevada corporation ("Company"), and RiceBran Technologies, a California corporation ("Parent"). Company and Parent are at times referred to herein individually as a "Seller Party" and collectively as the "Seller Parties." The Seller Parties and Buyer are at times referred to herein individually as a "Party" and collectively as the "Parties."

Forestar Group Inc – MASTER SUPPLY AGREEMENT Between D.R. HORTON, INC., a Delaware Corporation (Buyer) and FORESTAR GROUP INC., a Delaware Corporation (Supplier) (June 29th, 2017)

THIS MASTER SUPPLY AGREEMENT (this Agreement) is made as of June 29, 2017, by and between D.R. HORTON, INC., a Delaware corporation (Buyer), and FORESTAR GROUP INC., a Delaware corporation (Supplier). Buyer and Supplier are individually referred to herein as a Party, and collectively, the Parties.

Forestar Group Inc – MASTER SUPPLY AGREEMENT Between (June 29th, 2017)

THIS MASTER SUPPLY AGREEMENT (this Agreement) is made as of June 29, 2017, by and between D.R. HORTON, INC., a Delaware corporation (Buyer), and FORESTAR GROUP INC., a Delaware corporation (Supplier). Buyer and Supplier are individually referred to herein as a Party, and collectively, the Parties.

Forestar Group Inc – MASTER SUPPLY AGREEMENT Between (June 29th, 2017)

THIS MASTER SUPPLY AGREEMENT (this Agreement) is made as of June 29, 2017, by and between D.R. HORTON, INC., a Delaware corporation (Buyer), and FORESTAR GROUP INC., a Delaware corporation (Supplier). Buyer and Supplier are individually referred to herein as a Party, and collectively, the Parties.

MASTER SUPPLY AGREEMENT Between D.R. HORTON, INC., a Delaware Corporation (Buyer) and FORESTAR GROUP INC., a Delaware Corporation (Supplier) (June 29th, 2017)

THIS MASTER SUPPLY AGREEMENT (this Agreement) is made as of June 29, 2017, by and between D.R. HORTON, INC., a Delaware corporation (Buyer), and FORESTAR GROUP INC., a Delaware corporation (Supplier). Buyer and Supplier are individually referred to herein as a Party, and collectively, the Parties.

Resource Apartment REIT III, Inc. – Agreement of Purchase and Sale by and Between Mrei Iii Bay Club, Llc (June 28th, 2017)

This AGREEMENT OF PURCHASE AND SALE (this Agreement), is made and entered into this day of June, 2017 (the Effective Date), by and between MREI III BAY CLUB, LLC, a Delaware limited liability company (Seller), and RESOURCE APARTMENT OP III, LP, a Delaware limited partnership (Purchaser).

Ashford Hospitality Prime, Inc. – Sale and Purchase Agreement for Sale and Purchase of Park Hyatt Beaver Creek Resort & Spa (May 9th, 2017)

This SALE AND PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 9th day of March, 2017 (the "Effective Date"), by and between, WTCC BEAVER CREEK INVESTORS V, L.L.C., a Delaware limited liability company ("Seller"), and ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer").

Ashford Hospitality Prime, Inc. – AGREEMENT OF PURCHASE AND SALE Between ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware Limited Partnership ("Purchaser") and HOTEL YOUNTVILLE, LLC a California Limited Liability Company, HOTEL YOUNTVILLE HOLDINGS, LLC, a California Limited Liability Company, ALTAMURA FAMILY, LLC, a California Limited Liability Company, and GEORGE ALTAMURA, JR., LLC, a California Limited Liability Company (Collectively "Seller") Hotel Yountville Yountville, California (May 9th, 2017)

THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of this 13th day of January, 2017, between ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership ("Purchaser"), and HOTEL YOUNTVILLE, LLC a California limited liability company ("HY LLC"), HOTEL YOUNTVILLE HOLDINGS, LLC, a California limited liability company, ("HYH LLC"), ALTAMURA FAMILY, LLC, a California limited liability company, ("AF LLC") and GEORGE ALTAMURA, JR., LLC,

Southcross Energy Partners L. – Bonus Agreement (March 27th, 2017)

This Bonus Agreement (this Agreement) is made as of , 2017, by and between Southcross Energy Partners GP, LLC, a Delaware limited liability corporation (the Company), and (Employee). Certain capitalized terms used herein have the meaning given to them in Section 3 below.

Loan and Security Agreement (February 24th, 2017)

THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this "Agreement") dated as of DECEMBER 1, 2016 (the "Effective Date") sets forth the terms of the Credit Facility (as defined below) by and between REDPOINT CAPITAL ASSET FUNDING, LLC, a Texas limited liability company (together with its successors and assigns, "Lender") and EFR 2016-2, LLC, a Delaware limited liability company ("Debtor").

Ashford Hospitality Prime, Inc. – LOAN AGREEMENT Dated as of January 18, 2017 Between (January 24th, 2017)

THIS LOAN AGREEMENT, dated as of January 18, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036 (together with its successors and assigns, Lender), ASHFORD PHILADELPHIA ANNEX LP (Philadelphia Borrower), ASHFORD PLANO-M LP (Plano Borrower), ASHFORD SAN FRANCISCO II LP (San Francisco Borrower), ASHFORD SEATTLE WATERFRONT LP (Seattle Borrower), and ASHFORD TAMPA INTERNATIONAL HOTEL, LP (Tampa Borrower), each a Delaware limited partnership, and each having an address at c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (Philadelphia Borrower, Plano Borrower, San Francisco Borrower, Seattle Borrower, and Tampa Borrower, individually and/or collectively, as the context may require, together with their permitted successors and permitted assigns, Borrower) and ASHFORD TRS PHIL

STOCK PURCHASE AGREEMENT by and Among AUXILIO, INC., CYNERGISTEK, INC., DR. MICHAEL G. MATHEWS, and MICHAEL H. MCMILLAN January 13, 2017 (January 17th, 2017)

This Stock Purchase Agreement (this "Agreement"), dated as of January 13, 2017, is made by and among Auxilio, Inc., a Nevada corporation (the "Purchaser"), CynergisTek, Inc., a Texas corporation (the "Company"), Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan" and together with Mathews, the "Stockholders"). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in ARTICLE VIII.

Subordination Agreement (January 17th, 2017)

This SUBORDINATION AGREEMENT (this "Agreement"), dated as of January 13, 2017, is entered into by and among Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan," and together with Mathews, sometimes collectively referred to herein as "Subordinate Creditors," and each individually as a "Subordinate Creditor"), Auxilio, Inc., a Nevada corporation ("Parent"), and Avidbank, a California banking corporation, in its capacity as contractual representative for itself and the other Lenders party to the Senior Credit Agreement hereinafter defined ("Agent"), with reference to the following facts:

Southcross Energy Partners L. – Employment Agreement (January 9th, 2017)

This Employment Agreement (the Agreement), effective as of January 6, 2017 (the Effective Date), is between Bruce A. Williamson (Executive) and Southcross Energy Partners GP, LLC, a Delaware limited liability company (together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, Company).

A.H. Belo Corp. – Sublease Agreement (January 3rd, 2017)

THIS SUBLEASE AGREEMENT (this "Lease") is entered into to be effective as of December 30, 2016 (the "Effective Date"), between 1914 COMMERCE LEASING LLC, a Texas limited liability company ("Landlord"), whose address is c/o 1914 Commerce GM, Inc., 1800 Valley View Lane, Ste. 300, Farmers Branch, TX 75234, and The Dallas Morning News, Inc., a Delaware corporation ("Tenant"), whose address until the Commencement Date (as hereinafter defined) is 508 Young Street, Dallas, Texas 75202, and whose address thereafter will be that of the Premises (as hereinafter defined).

Loan Agreement (December 29th, 2016)

THIS LOAN AGREEMENT (as amended, modified, or restated from time to time, this "Agreement"-) is made and entered into as of NOVEMBER 3, 2016 (the "Closing Date"), by and between VINTAGE STOCK, INC., a Missouri corporation, with offices at 202 E. 32nd Street, Joplin, MO 64804 ("Borrower") and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, with offices at 2000 McKinney Avenue, Suite 700, Dallas (Dallas County), TX 75201 ("Lender"):

Ministry Partners Investment Company, Llc – Amendment and Modification of Promissory Note (December 5th, 2016)

THIS AMENDMENT AND MODIFICATION OF PROMISSORY NOTE (this "Amendment") dated as of NOVEMBER 1, 2016 (the "Effective Date"), is by and between THE NATIONAL CREDIT UNION ADMINISTRATION BOARD AS LIQUIDATING AGENT OF WESTERN CORPORATE FEDERAL CREDIT UNION (together with its successors and assigns, "Lender") and MINISTRY PARTNERS INVESTMENT COMPANY, LLC, a California limited liability company ("Debtor").

Ministry Partners Investment Company, Llc – Amendment and Modification of Promissory Note (December 5th, 2016)

THIS AMENDMENT AND MODIFICATION OF PROMISSORY NOTE (this "Amendment") dated as of NOVEMBER 1, 2016 (the "Effective Date"), is by and between THE NATIONAL CREDIT UNION ADMINISTRATION BOARD AS LIQUIDATING AGENT OF MEMBERS UNITED CORPORATE FEDERAL CREDIT UNION (together with its successors and assigns, "Lender") and MINISTRY PARTNERS INVESTMENT COMPANY, LLC, a California limited liability company ("Debtor").

Agreement and Plan of Merger by and Among Alsbridge Holdings, Inc., Isg Information Services Group Americas, Inc., Gala Acquisition Sub, Inc. And Llr Equity Partners Iii, L.P., as Representative of the Equityholders Dated as of December 1, 2016 (December 2nd, 2016)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of December 1, 2016 (this Agreement Date), is made by and among Alsbridge Holdings, Inc., a Delaware corporation (the Company), ISG Information Services Group Americas, Inc., a Texas corporation (Parent), Gala Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Acquisition Sub), and LLR Equity Partners III, L.P., a Delaware limited partnership, solely in its capacity as the representative (the Representative) of the Equityholders.

Ashford Hospitality Prime, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 10, 2016 Among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, as the Borrower, ASHFORD HOSPITALITY PRIME, INC., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, as Sole Lead Arranger and Sole Bookrunner KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (November 17th, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of November 10, 2016, among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the "Parent"), 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.

Community Choice Financial Inc. – Second Amendment to Revolving Credit Agreement (November 1st, 2016)

This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of October 27, 2016 (this Amendment), is by and among: (i) Community Choice Financial Inc., an Ohio corporation (the Borrower); (ii) each of the Subsidiary Guarantors party hereto; (iii) Ivy Funding Eleven, LLC, a Texas limited liability company (Ivy), Capitala Finance Corp., a Maryland corporation (Capitala), and CapitalSouth Partners Florida Sidecar Fund II, L.P., a Delaware limited partnership (CapitalSouth), each as Lenders (each, a Lender and, together, the Lenders); and (iv) Ivy, as Administrative Agent (the Administrative Agent).

STOCK PURCHASE AGREEMENT by and Between PEARCE INDUSTRIES, INC. As Seller and DRIL-QUIP, INC. As Buyer Dated as of October 14, 2016 (October 17th, 2016)

This Stock Purchase Agreement (this Agreement), dated as of October 14, 2016, is entered into by and between Pearce Industries, Inc., a Delaware corporation (Seller), and Dril-Quip, Inc., a Delaware corporation (Buyer).

Ashford Hospitality Prime, Inc. – AGREEMENT OF PURCHASE AND SALE by and Between WASHINGTON REAL ESTATE HOLDINGS, LLC, a Washington Limited Liability Company ("Purchaser") and ASHFORD SEATTLE DOWNTOWN LP, a Delaware Limited Partnership ("Seller") Courtyard Seattle, Seattle, Washington (July 7th, 2016)

THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the Effective Date, by and between Washington Real Estate Holdings, LLC, a Washington limited liability company ("Purchaser"), and Ashford Seattle Downtown LP, a Delaware limited partnership ("Seller").