Greenberg Traurig Sample Contracts

PAVmed Inc. – Securities Purchase Agreement (February 1st, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of January 26, 2017, between PAVmed 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").

PAVmed Inc. – Registration Rights Agreement (February 1st, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 26, 2017, by and among PAVmed Inc., a Delaware corporation, with headquarters located at One Grand Central Place, Suite 4600, New York, New York 10165 (the "Company"), and the undersigned purchasers (each, a "Purchaser", and collectively, the "Purchasers").

Rodin Global Access Property Trust, Inc. – Rodin Global Property Trust, Inc. Form of Escrow Agreement (February 1st, 2017)

THIS ESCROW AGREEMENT (this Agreement), is made and entered into as of [ ], 2017, by and among Rodin Global Property Trust, Inc., a Maryland corporation (the Company), Cantor Fitzgerald & Co., a New York general partnership, as dealer manager for the Company (the Dealer Manager), and UMB Bank, N.A., as escrow agent (the Escrow Agent).

Fusion Telecommunications International, Inc. – Fusion Telecommunications International, Inc. Common Stock Purchase Agreement (January 27th, 2017)

This Common Stock Purchase Agreement (this "Agreement") is made as of November 14, 2016, by and among Fusion Telecommunications International, Inc., a Delaware corporation with its principal office at 420 Lexington Avenue, Suite 1718, New York, New York 10170 (the "Company"), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a "Purchaser," and collectively, the "Purchasers").

Legend Oil & Gas, Ltd. – Securities Purchase Agreement (January 27th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of January 25, 2017, between Legend Oil and Gas, Ltd., a Colorado corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Purchase Agreement (January 26th, 2017)
Brooklyn Cheesecake & Dessrt – Meridian Waste Solutions, Inc. Underwriting Agreement (January 26th, 2017)
Adma Biologics, Inc. – MASTER PURCHASE AND SALE AGREEMENT by and Among BIOTEST PHARMACEUTICALS CORPORATION, ADMA BIOMANUFACTURING, LLC, ADMA BIOLOGICS, INC., and Solely for the Purposes of Sections 6.7, 8.13, 8.14 and ARTICLE XII, BIOTEST AG and BIOTEST US CORPORATION Dated as of January 21, 2017 (January 23rd, 2017)

THIS MASTER PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of January 21, 2017 (the "Execution Date"), is entered into by and among BIOTEST PHARMACEUTICALS CORPORATION, a Delaware corporation ("Seller"), ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company ("Buyer"), ADMA BIOLOGICS, INC., a Delaware corporation ("ADMA") and, solely for the purposes of Sections, 6.7, 8.13, 8.14, and ARTICLE XII, BIOTEST AG, a company organized under the laws of Germany ("Biotest"), and BIOTEST US CORPORATION, a Delaware corporation (together with Biotest, the "Biotest Guarantors"). Each of Seller, Buyer, ADMA and the Biotest Guarantors are sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties."

RMG Networks Holding Corp – Executive Employment Agreement (January 20th, 2017)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement) is entered into as of January 16, 2017, (the Effective Date) by and between SCG Financial Merger I Corp., a Delaware corporation (together with any successor thereto, the Company), and Robert Michelson (Executive).

KokiCare, Inc. – Securities Purchase and Registration Rights Agreement Dated December __, 2016 by and Among Advanced Inhalation Therapies Ltd. And the Investors Party Hereto (January 20th, 2017)

THIS SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December __, 2016, is by and among Advanced Inhalation Therapies Ltd., a company organized under the laws of the State of Israel (the "Company"), and each investor identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

Stock Purchase Agreement (January 19th, 2017)

This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of January 13, 2017, is by and between Professional Diversity Network, Inc., a Delaware corporation (the "Company"), and Cosmic Forward Limited, a Republic of Seychelles company (the "Buyer").

Albertsons Companies, Inc. – Amendment No. 5 (January 18th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Global Partner Acquisition Corp. – AGREEMENT AND PLAN OF MERGER BY AND AMONG Global Partner Acquisition COrp. Global Partner Sponsor I LLC SEQUEL ACQUISITION, Llc Sequel Youth and Family Services, LLC KEY EQUITYHOLDERS AND SECURITYHOLDER REPRESENTATIVE (January 18th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of January 11, 2017 by and among Global Partner Acquisition Corp., a Delaware corporation ("Parent"); Global Partner Sponsor I LLC, a Delaware limited liability company and a stockholder of Parent ("Sponsor"); Sequel Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Sub"); Sequel Youth and Family Services, LLC, an Iowa limited liability company (the "Company"); the Key Equityholders; and John F. Ripley, who will serve as the representative of the Company's Legacy Equityholders and is referred to herein from time to time as the "Securityholder Representative".

Mge Energy Inc. – MADISON GAS AND ELECTRIC COMPANY $40,000,000 3.76% Senior Notes, Due January 15, 2052 NOTE PURCHASE AGREEMENT DATED NOVEMBER 29, 2016 (January 17th, 2017)
Cortendo AB – Loan and Security Agreement (January 12th, 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 December 28, 2016 (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 and HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation with an office located at 312 Farmington Avenue, Farmington, Connecticut 06032 (Horizon) (each a Lender and collectively, the Lenders), and STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland with company number 562659 and having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (Irish Borrower), CORTENDO CAYMAN L

Greenwind Nrg Inc – AGREEMENT AND PLAN OF MERGER _____________________________________________________ BY AND AMONG NEWGEN BIOPHARMA CORP. (FORMERLY GREENWIND NRG INC.) and NEWGEN MERGER SUB INC. And NEWGEN BIOPHARMA CORPORATION Dated as of January 10, 2017 AGREEMENT AND PLAN OF MERGER (January 11th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on January 10, 2017, by and among NEWGEN BIOPHARMA CORP. (formerly GREENWIND NRG INC.), a Nevada corporation ("Parent"), NEWGEN MERGER SUB INC., a New Jersey corporation ("Acquisition Corp.") and NEWGEN BIOPHARMA CORPORATION, a New Jersey corporation (the "Company").

Akers Biosciences Inc – Underwriting Agreement (January 10th, 2017)

The undersigned, Akers Biosciences, Inc., a corporation formed under the laws of the State of New Jersey (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Akers Biosciences, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with Joseph Gunnar & Co., LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Legend Oil & Gas, Ltd. – Securities Purchase Agreement (January 5th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of January __, 2017, between Legend Oil and Gas, Ltd., a Colorado corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement (January 4th, 2017)

This MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage"), is made as of the 28th day of December, 2016 and intended to be effective as of December 28, 2016, by BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (herein referred to as "Mortgagor"), whose address is One Jake Brown Road, Old Bridge, New Jersey 08857 to STERLING NATIONAL BANK, a national banking association ("Administrative Agent"), whose address is 8401 North Central Expressway, Suite 600, Dallas, Texas 75225, as Administrative Agent for the benefit of itself and the other Lender Parties (as hereinafter defined).

Cytori Therapeutics Inc – Registration Rights Agreement (December 29th, 2016)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 22, 2016, by and between CYTORI THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Cytori Therapeutics Inc – Purchase Agreement (December 29th, 2016)

PURCHASE AGREEMENT (the "Agreement"), dated as of December 22, 2016, by and between CYTORI THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Bonanza Creek Energy Inc. – Agreement (December 23rd, 2016)

Pursuant to section 1121(a) of the Bankruptcy Code,2 the Debtors in the above-captioned jointly administered Chapter 11 Cases respectfully propose the Plan. The Debtors are the proponents of the Plan under section 1129 of the Bankruptcy Code. The Plan contemplates the reorganization of the Debtors and the resolution of all outstanding Claims against, and Interests in, the Debtors.

Aina Le'a Inc. – Merger Agreement (December 23rd, 2016)

This Merger Agreement (this "Agreement") is made and entered into as of December 19, 2016 by and among (i) Origo Acquisition Corporation, a Cayman Islands company ("OAC"), (ii) Aina Le'a Inc., a Delaware corporation (the "Company"), (iii) Aina Le'a Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the "OAC Representative").

CB Pharma Acquisition Corp. – Merger Agreement (December 23rd, 2016)

This Merger Agreement (this "Agreement") is made and entered into as of December 19, 2016 by and among (i) Origo Acquisition Corporation, a Cayman Islands company ("OAC"), (ii) Aina Le'a Inc., a Delaware corporation (the "Company"), (iii) Aina Le'a Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the "OAC Representative").

Purchase Agreement (December 22nd, 2016)

PURCHASE AGREEMENT (the "Agreement"), dated as of December 21, 2016, by and between SENOMYX, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Legend Oil & Gas, Ltd. – Securities Purchase Agreement (December 21st, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of December 16, 2016, between Legend Oil and Gas, Ltd., a Colorado corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

KBS Growth & Income REIT, Inc. – Term Loan and Security Agreement (December 20th, 2016)

Outstanding Principal Balance May Not Exceed the Availability Amount; Revolving Portion May Be Repaid and Re-Borrowed

KBS Growth & Income REIT, Inc. – Guaranty (December 20th, 2016)

THIS GUARANTY ("Guaranty") is executed as of November 14, 2016, by KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company ("Guarantor"), for the benefit of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the "Lenders" pursuant to the Loan Agreement described below (in such capacity, "Administrative Agent") and in favor of each party that now or hereafter is bound under the Loan Agreement as a "Lender" (referred to herein individually as a "Lender" and collectively as the "Lenders").

Purchase Agreement (December 20th, 2016)

PURCHASE AGREEMENT (the Agreement), dated as of December 16, 2016, by and between TRANSENTERIX, INC., a Delaware corporation, (the Company), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the Investor).

KBS Growth & Income REIT, Inc. – DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (Offices at Greenhouse) From KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware Limited Liability Company, as Grantor to RANDY DURANT as Trustee for the Benefit of JPMorgan Chase Bank, N.A., as Administrative Agent as Beneficiary (December 20th, 2016)

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (this "Deed of Trust"), is made as of November 14, 2016, by KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware limited liability company ("Trustor"), as trustor, in favor of RANDY DURANT, an individual ("Trustee"), as trustee, for the benefit of JPMORGAN CHASE BANK, N.A., a national banking association, as "Administrative Agent" as described below (in such capacity, together with its successors and assigns, hereinafter called "Beneficiary"), as beneficiary. Beneficiary is acting as the administrative agent for itself and all other "Lenders" now or hereafter existing under that certain Loan Agreement (defined below).

Heritage Insurance Holdings, Inc. – HERITAGE INSURANCE HOLDINGS, INC., as Issuer SENIOR SECURED NOTES DUE 2023 INDENTURE DATED AS OF DECEMBER 15, 2016 THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Registrar (December 16th, 2016)

INDENTURE, dated as of December 15, 2016 (this Indenture), among Heritage Insurance Holdings, Inc., a Delaware corporation (the Company), The Bank of New York Mellon, a New York banking corporation, as trustee (together with its successors and assigns, in such capacity, the Trustee) and as collateral agent, The Bank of New York Mellon, London Branch, as paying agent (together with its successors and assigns, in such capacity, the Paying Agent), and The Bank of New York Mellon (Luxembourg) S.A., as registrar (together with its successors and assigns, in such capacity, the Registrar).

Frequency Electronics, Inc. – Waiver and Amendment to Revolving Credit Facility (December 16th, 2016)

THIS WAIVER AND AMENDMENT TO REVOLVING CREDIT FACILITY (the "Agreement") is made and entered into as of this 15th day of December, 2016, by and between JPMORGAN CHASE BANK, N.A., a national banking association, having an office located at 395 North Service Road, 3rd Floor, Melville, New York 11747 ("Lender"), on the one hand, and FREQUENCY ELECTRONICS, INC., a Delaware corporation whose address is 55 Charles Lindbergh Boulevard, Uniondale, New York 11553 ("Borrower"), FEI-ELCOM TECH, INC., having an office at 11 Volvo Drive, Rockleigh, New Jersey 07647, FEI COMMUNICATIONS, INC., having an office at 55 Charles Lindbergh Boulevard, Uniondale, New York 11553, FEI GOVERNMENT SYSTEMS, INC., having an office at 55 Charles Lindbergh Boulevard, Uniondale, New York 11553, and FEI-ZYFER, INC., having an office at 7321 Lincoln Way, Garden Grove, California 92841 (collectively hereinafter referred to as the "Guarantors"), on the other hand.

Stock Purchase Agreement (December 14th, 2016)

This STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of December 13, 2016, by and among Caleres, Inc., a New York corporation ("Buyer"), Apollo Investors, LLC, a Delaware limited liability company ("Seller") and Apollo Buyer Holding Company, Inc., a Delaware corporation (the "Company"). Each of Buyer, Seller, and the Company are referred to herein as a "Party" and together as the "Parties."

SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT by and Between EASY RENTALS, LLC, an Alabama Limited Liability Company as Seller and REVEN HOUSING REIT, INC., a Maryland Corporation, as Buyer December 9, 2016 (December 13th, 2016)

THIS SINGLE FAMILY HOMES PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of December 9, 2016 ("Effective Date"), by and between EASY RENTALS, LLC, an Alabama limited liability company ("Seller"), and REVEN HOUSING REIT, INC., a Maryland corporation ("Buyer").

SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT by and Between GOLDEN ALLIANCE MANAGEMANT, LLC, a Georgia Limited Liability Company as Seller and REVEN HOUSING REIT, INC., a Maryland Corporation, as Buyer December 7, 2016 (December 12th, 2016)

THIS SINGLE FAMILY HOMES PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of December 7, 2016 ("Effective Date"), by and between GOLDEN ALLIANCE MANAGEMENT, LLC, a Georgia limited liability company ("Seller"), and REVEN HOUSING REIT, INC., a Maryland corporation ("Buyer").