Greenberg Traurig Sample Contracts

Logistics Property Trust Inc. – PURCHASE AND SALE AGREEMENT [Park 429: 641 & 643 East Crown Point Road, Ocoee, FL] (August 13th, 2018)
Eton Pharmaceuticals, Inc. – Securities Purchase Agreement (August 10th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 19, 2017 (the "Effective Date"), is by and among Eton Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a "Buyer" and collectively, the "Buyers").

Adma Biologics, Inc. – Share Transfer, Amendment and Release Agreement (August 10th, 2018)

THIS SHARE TRANSFER, AMENDMENT AND RELEASE AGREEMENT (this "Agreement"), dated as of May 14, 2018 (the "Execution Date"), is entered into by and among BIOTEST PHARMACEUTICALS CORPORATION, a Delaware corporation ("BPC"), ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company ("ADMA BioManufacturing"), ADMA BIOLOGICS, INC., a Delaware corporation ("ADMA Biologics" and, together with ADMA BioManufacturing, "ADMA")), ADMA BIO CENTERS GEORGIA INC., a Delaware corporation ("ADMA BioCenters"), BIOTEST AG, a company organized under the laws of Germany ("Biotest"), THE BIOTEST DIVESTITURE TRUST, a Maryland trust (the "Trust") and BIOTEST US CORPORATION, a Delaware corporation ("Biotest US"). Each of BPC, ADMA, ADMA BioCenters, Biotest, the Trust and Biotest US are sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties."

JetPay Corporation 7450 Tilghman Street Suite 170 Allentown, PA 18106 July 11, 2018 (August 9th, 2018)
Joinder Agreement (August 6th, 2018)

This Joinder Agreement, dated as of August 2, 2018 (this Joinder), by and among Boyd Gaming Corporation, a Nevada corporation (the Borrower), each Lender party hereto, and Bank of America, N.A. (Bank of America), as administrative agent (in such capacity, Administrative Agent) for (and on behalf of) the Lenders under the Credit Agreement referred to below. Capital One, National Association and Credit Agricole Corporate and Investment Bank have acted as joint lead arrangers and joint bookrunners in connection with this Joinder, the Joinder Revolver Increase and the Increased Term A Commitments.

CREDIT AGREEMENT Dated as of August 2, 2018 Among CHICO'S FAS, INC., as the Parent and Lead Borrower for the Borrowers Named Herein the Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent, L/C Issuer and Swing Line Lender, and the Other Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Sole Bookrunner (August 3rd, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of August 2, 2018, among CHICO'S FAS, INC., a Florida corporation (referred to herein as either "Parent" or the "Lead Borrower"), SOMA INTIMATES, LLC, a Florida limited liability company ("Soma"), CHICO'S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company ("Chico's Distribution"), CHICO'S RETAIL SERVICES, INC., a Florida corporation ("Chico's Retail"), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation ("WHBM", and together with Lead Borrower, Soma, Chico's Distribution, Chico's Retail and any other Person that becomes party hereto as a borrower after the date hereof, individually a "Borrower" and collectively, the "Borrowers"), CHICO'S PRODUCTION SERVICES, INC., a Florida corporation ("Chico's Production"),CHICO'S BRANDS INVESTMENTS, INC., a Florida corporation ("Chico's Brands", and together with Chico's Production and any other Person that becomes a party hereto as a guarantor after the date hereof, individuall

Getty Realty Corporation – GETTY REALTY CORP. $50,000,000 5.47% Series E Guaranteed Senior Notes Due June 21, 2028 NOTE PURCHASE AND GUARANTEE AGREEMENT Dated as of June 21, 2018 (July 26th, 2018)
Getty Realty Corporation – SECTION 1. BACKGROUND; AUTHORIZATION OF ISSUE OF SERIES D NOTES1 Section 1.1 Background1 Section 1.2 Amendment and Restatement of Existing Agreement2 Section 1.3 Confirmation of Existing Notes2 Section 1.4 Authorization of Issue of Series D Notes2 Section 1.5 Subsidiary Guaranty3 Section 1.6 Agreement Unsecured3 SECTION 2. SALE AND PURCHASE OF SERIES D NOTES3 SECTION 3. CLOSING OF SERIES D NOTES3 SECTION 4. CONDITIONS TO EFFECTIVENESS AND CLOSING3 Section 4.1 Representations and Warranties4 Section 4.2 Performance; No Default4 Section 4.3 Compliance Certificates4 Section 4.4 Opinions of Counse (July 26th, 2018)
Dolphin Digital Media – 2,000,000 Shares of Common Stock of Dolphin Entertainment, Inc. Underwriting Agreement (July 24th, 2018)
Platform Specialty Products Corp – STOCK PURCHASE AGREEMENT by and Between PLATFORM SPECIALTY PRODUCTS CORPORATION, and UPL CORPORATION LTD. Dated as of July 20, 2018 (July 20th, 2018)

This Stock Purchase Agreement (this Agreement) is made and entered into as of July 20, 2018 by and between Platform Specialty Products Corporation, a Delaware corporation (the Seller), and UPL Corporation Ltd., a Mauritius public limited company (the Purchaser).

Madison Gas & Electric Co – Madison Gas and Electric Company $60,000,000 4.19% Senior Notes, Series A, Due 2048 $20,000,000 4.24% Senior Notes, Series B, Due 2053 $20,000,000 4.34% Senior Notes, Series C, Due 2058 Note Purchase Agreement Dated July 16, 2018 (July 17th, 2018)
Dolphin Digital Media – Securities Purchase Agreement (July 11th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (the Agreement) is made as of July 5, 2018, by and between Dolphin Entertainment, Inc., a Florida corporation (the Company), and the purchaser identified on the signature pages hereto (each, including its permitted successors and assigns, a Purchaser and, collectively, the Purchasers).

Dolphin Digital Media – Agreement and Plan of Merger Dated as of July 5, 2018 by and Among Lois Oneill, Charles Dougiello, the Door Marketing Group, Llc, Dolphin Entertainment, Inc., and Window Merger Sub, Llc (July 11th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of July 5, 2018, by and among each of Lois ONeill and Charles Dougiello (each individually referred to as a Member and collectively referred to as the Members), The Door Marketing Group, LLC, a New York limited liability company (the Company), Dolphin Entertainment, Inc., a Florida corporation (Parent) and Window Merger Sub, LLC, a New York limited liability company and a wholly-owned subsidiary of Parent (Merger Sub). The Members, the Company, Parent and Merger Sub are each hereinafter referred to as a Party, and collectively as the Parties.

Dolphin Digital Media – Registration Rights Agreement (July 11th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of July 5, 2018 (this Agreement), is entered into by and among Lois ONeill and Charles Dougiello (collectively, the Shareholders and each individually a Shareholder), and Dolphin Entertainment, Inc., a Florida corporation (the Company).

Select Interior Concepts, Inc. – Employment Agreement (July 9th, 2018)
Select Interior Concepts, Inc. – Form of Indemnification Agreement (July 9th, 2018)

This Indemnification Agreement, dated as of , 20 (this Agreement), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the Company), and (the Indemnitee).

First Western Financial Inc – FIRST WESTERN FINANCIAL, INC. Common Stock UNDERWRITING AGREEMENT (July 9th, 2018)
Select Interior Concepts, Inc. – Employment Agreement (July 9th, 2018)
Select Interior Concepts, Inc. – Registration Rights Agreement (July 9th, 2018)
Select Interior Concepts, Inc. – Employment Agreement (July 9th, 2018)
Toughbuilt Industries, Inc – UNDERWRITING AGREEMENT Between TOUGHBUILT INDUSTRIES, INC., and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters TOUGHBUILT INDUSTRIES, INC. UNDERWRITING AGREEMENT (July 9th, 2018)
Xspand Products Lab, Inc. – Registration Rights Agreement (July 6th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July __, 2018, is entered into by and among Xspand Products Lab, Inc., a Nevada corporation, with headquarters located at 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865 (the "Company"), and the undersigned holders of securities of the Company (each, a "Holder", and collectively, the "Holders").

Xspand Products Lab, Inc. – Membership Interest Purchase Agreement (July 6th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2018, by and among, (i) XSPAND PRODUCTS LAB, INC., a Nevada corporation (the "Buyer"); (ii) EDISON NATION HOLDINGS, LLC, a North Carolina limited liability company (the "Company") and (iii) the members of the Company listed on the signature pages hereto (the "Existing Members" and collectively with the Company and the Buyer, the "Parties" and each, a "Party").

Securities Purchase Agreement (July 5th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement") is dated as of the 28th day of June 2018 by and between MOBIVITY HOLDINGS CORP., a Nevada corporation (the "Company"), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a "Buyer" and all of such individuals or entities, collectively, the "Buyers").

July 3, 2018 Century Communities, Inc. 8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado 80111 Re: Offering of Common Stock Ladies and Gentlemen: (July 3rd, 2018)

We have acted as counsel to Century Communities, Inc., a Delaware corporation (the Company), and have been requested to render this opinion letter in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Companys Registration Statement on Form S-3 (Registration No. 333-226054), as filed with, and automatically declared effective by, the U.S. Securities and Exchange Commission (the Commission) on July 2, 2018 (the Registration Statement), of the offering and sale by the Company of up to $100,000,000 maximum aggregate offering price of shares (the Shares) of the Companys common stock, par value $0.01 per share (Common Stock), pursuant to the Distribution Agreement, dated July 3, 2018 (the Distribution Agreement), among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated. This opinion letter is being delivered at your request in connection with the fi

TERM LOAN AND SECURITY AGREEMENT Dated as of June 28, 2018 (June 29th, 2018)

THIS TERM LOAN AND SECURITY AGREEMENT dated as of June 28, 2018 (this Agreement), among SUMMER INFANT, INC., a Delaware corporation (the Company), SUMMER INFANT (USA), INC., a Rhode Island corporation (SI USA, and together with Company, collectively, Borrowers), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions from time to time party to this Agreement from time to time as lenders (collectively, Lenders), and PATHLIGHT CAPITAL LLC, as agent for the Lenders (Agent).

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of June 28, 2018 (June 29th, 2018)

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of June 28, 2018 (this Agreement), among SUMMER INFANT, INC., a Delaware corporation (the Company), SUMMER INFANT (USA), INC., a Rhode Island corporation (SI USA, and together with Company, collectively, Borrowers), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions from time to time party to this Agreement from time to time as lenders (collectively, Lenders) and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (Agent) amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement dated as of April 21, 2015 (as amended prior to the date hereof, the Existing Credit Agreement) among the Borrowers, the guarantors party thereto, the lenders party thereto, Bank of America, N.A. as agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and sole bookrunner.

Senior Notes 4.22% Senior Notes, Due August 15, 2028 NOTE PURCHASE AGREEMENT (June 29th, 2018)

The Company has authorized the issue and sale of $125,000,000 aggregate principal amount of its 4.22% Senior Notes, due August 15, 2028 (the "Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by such Purchasers of such Notes and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Senior Guaranteed Notes 4.07% Senior Guaranteed Notes, Due August 15, 2025 NOTE PURCHASE AGREEMENT (June 29th, 2018)

EL PASO ELECTRIC COMPANY, a Texas corporation (the "Company"), agrees with each of the Purchasers, and will instruct The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II (as successor to JPMorgan Chase Bank, N.A., in such capacity, the "Trustee") to cause the RIO GRANDE RESOURCES TRUST II (the "Issuer") to agree with each of the Purchasers as follows:

Eton Pharmaceuticals, Inc. – Securities Purchase Agreement (June 28th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 19, 2017 (the "Effective Date"), is by and among Eton Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a "Buyer" and collectively, the "Buyers").

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 21st, 2018)

FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 20, 2018 (this Amendment), is made and entered into by and among Endurance International Group Holdings, Inc., a Delaware corporation (Holdings), EIG Investors Corp., a Delaware corporation (the Borrower), each of the entities listed under the caption Refinancing Lenders on the signature pages hereto (each, a Refinancing Lender and, collectively the Refinancing Lenders), each of the entities listed under the caption Extending Revolving Lenders on the signature pages hereto (each, an Extending Revolving Lender and, collectively the Extending Revolving Lenders), and Credit Suisse AG, Cayman Islands Branch, as Issuing Bank and Administrative Agent (solely in such capacity, the Administrative Agent).

Helios & Matheson North America Inc. – Securities Purchase Agreement (June 21st, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 21, 2018, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Helios & Matheson North America Inc. – Securities Purchase Agreement (June 21st, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 21, 2018, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

DTZ Jersey Holdings Ltd – Preliminary Statements (June 20th, 2018)

This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this Agreement) is entered into as of November 4, 2014, as amended by Second Lien Amendment No. 1 as of August 13, 2015 and as further amended as of September 1, 2015 by Second Lien Amendment No. 2, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the