Greenberg Traurig Sample Contracts

Patriot National, Inc. – Confidential Separation Agreement and General Release (August 17th, 2017)

THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter, the Agreement) is knowingly and voluntarily made and entered into effective this 15th day of September, 2017 by and between Thomas Shields (hereinafter, Shields) and Patriot National, Inc. (Patriot) (collectively, the Parties). The term Patriot shall also collectively include, without limitation, Patriot National, Inc.s past and present parents, successors in interest and assigns, affiliates, subsidiaries, divisions, departments, wholly-owned corporations or partnerships, business associations, sole proprietorships, limited liability companies, and its current or former officers, agents, representatives, fiduciaries, administrators, directors, attorneys, stockholders, members, partners, management, supervisors, or employees, in both their individual and official capacities.

Lightstone Real Estate Income Trust Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. By and Among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017 (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the "Company"), dated as of January 31, 2017 (this "Agreement"), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member ("Lightstone" or the "ManagingMember"), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT III Member"), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT IV Member"), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member ("Maximus" or the "Administrative Mem

Lightstone Value Plus Real Estate Investment Trust III, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. By and Among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017 (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the "Company"), dated as of January 31, 2017 (this "Agreement"), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member ("Lightstone" or the "ManagingMember"), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT III Member"), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT IV Member"), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member ("Maximus" or the "Administrative Mem

TriLinc Global Impact Fund LLC – Amended and Restated Operating Expense Responsibility Agreement (August 11th, 2017)

This Amended and Restated Operating Expense Responsibility Agreement, entered into on the date set forth below, is by and among TriLinc Global, LLC, a Delaware limited liability company ("Sponsor"), TriLinc Advisors, LLC, a Delaware limited liability company ("Advisor"), and TriLinc Global Impact Fund, LLC, a Delaware limited liability company ("Fund" and together with the Sponsor and the Advisor, the "Parties").

Adma Biologics, Inc. – TRANSITION SERVICES AGREEMENT by and Between ADMA BIOMANUFACTURING, LLC and BIOTEST PHARMACEUTICALS CORPORATION Dated as of June 6, 2017 (August 11th, 2017)

TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of June 6, 2017, by and between ADMA BioManufacturing, LLC, a Delaware limited liability company ("ADMA"), and Biotest Pharmaceuticals Corporation, a Delaware corporation ("BPC"). ADMA and BPC shall be separately referred to herein as a "Party" and together as the "Parties."

Adma Biologics, Inc. – Purchase Agreement (August 11th, 2017)

This Purchase Agreement ("Agreement") is made effective as of the 6th day of June, 2017 (the "Execution Date"), by and among (i) Biotest Pharmaceuticals Corporation, a Delaware corporation ("Buyer"), (ii) ADMA Bio Centers Georgia, Inc., a Delaware corporation ("ADMA BioCenters") and (iii) ADMA Biologics, Inc., a Delaware corporation ("ADMA Biologics", and together with ADMA BioCenters, the "Seller"). The Buyer and the Seller sometimes are referred to collectively herein as the "Parties" and individually as a "Party." Except as otherwise expressly provided herein, capitalized terms used in this Agreement shall have the meanings set forth in Annex A.

KBS Strategic Opportunity REIT II, Inc. – Contract of Sale (August 10th, 2017)

THIS CONTRACT OF SALE (this "Agreement") is made and entered into as of the 30th day of June, 2017, by and between CITY CENTER 505, LLC, a Delaware limited liability company, and CITY CENTER 1300, LLC, a Delaware limited liability company, each having an address at 100 Montgomery Street, Suite 1760, San Francisco, California 94104 (each, individually a "Seller Party" and collectively, the "Seller"), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company ("Purchaser").

Sotherly Hotels Lp – 4010 South Ocean Condominium Hollywood Addendum to Commercial Unit Agreement (August 10th, 2017)

THIS ADDENDUM TO COMMERCIAL UNIT PURCHASE AGREEMENT (this "Addendum") is executed as of the 1st day of June, 2017 ("Effective Date"), by and between 4000 South Ocean Property Owner, LLLP, a Delaware limited liability partnership, as "Seller", and Sotherly Hotels, Inc. (NASDAQ: "SOHO"), a publicly traded real estate investment trust, as "Buyer". Seller and Buyer shall be collectively referred to herein as the "Parties" or individually, a "Party".

August 9, 2017 Century Communities, Inc. 8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado 80111 Re: Offering of Common Stock Ladies and Gentlemen: (August 10th, 2017)

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. 333-205349), as filed with the U.S. Securities and Exchange Commission (the Commission), and declared effective by the Commission on July 10, 2015 (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 August 9, 2017 (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

KBS Real Estate Investment Trust, Inc. – Purchase and Sale Agreement and Escrow Instructions by and Between (August 10th, 2017)

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of June 13, 2017, between KBS TYSONS DULLES PLAZA, LLC, a Delaware limited liability company ("Seller"), and ROCKPOINT FUND ACQUISITIONS, L.L.C., a Delaware limited liability company ("Buyer"), with reference to the following:

Industrial Property Trust Inc. – Agreement (August 9th, 2017)

THIS AGREEMENT (this "Agreement") is entered into this 19th day of May, 2017, by and among IPT BTC II GP LLC, a Delaware limited liability company (the "General Partner") and Industrial Property Advisors Sub III LLC, a Delaware limited liability company (the "Advisor Sub"). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation ("IPT").

Heritage Insurance Holdings, Inc. – AGREEMENT AND PLAN OF MERGER by and Among HERITAGE INSURANCE HOLDINGS, INC., GATOR ACQUISITION MERGER SUB, INC., NBIC HOLDINGS, INC. And PBRA, LLC, in Its Capacity as Stockholder Representative Dated as of August 8, 2017 (August 9th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 8, 2017, is entered into by and among Heritage Insurance Holdings, Inc., a Delaware corporation (Parent), Gator Acquisition Merger Sub, Inc., a Delaware corporation (Merger Sub), NBIC Holdings, Inc., a Delaware corporation (the Company), and PBRA, LLC, a Delaware limited liability company, in its capacity as Stockholder Representative.

WestRock Co – Credit Agreement (August 9th, 2017)
Cyalume Technologies Holdings, Inc. – Support Agreement (August 8th, 2017)

THIS SUPPORT AGREEMENT is entered into as of August 8, 2017 (this "Agreement"), is entered into by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the "Company"), the undersigned stockholder of the Company ("Stockholder"), and CPS Performance Materials Corp., a Delaware corporation ("Parent"). For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as hereinafter defined).

TopBuild Corp – CREDIT AGREEMENT Dated as of May 5, 2017 Among TOPBUILD CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, THE OTHER LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION as Syndication Agent and FIFTH THIRD BANK and SUNTRUST BANK, as Co-Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (August 8th, 2017)

This CREDIT AGREEMENT ("Agreement") is entered into as of May 5, 2017, among TOPBUILD CORP., a Delaware corporation (the "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 an L/C Issuer.

Cyalume Technologies Holdings, Inc. – Agreement and Plan of Merger (August 8th, 2017)

This Agreement and Plan of Merger (the "Agreement") is made and entered into on August 8, 2017, by and among CPS Performance Materials Corp., a Delaware corporation ("Parent"), CPS Performance Materials Merger Sub Corp., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), and Cyalume Technologies Holdings, Inc., a Delaware corporation (the "Company, and collectively with Parent and Merger Sub, the "Parties").

PAVmed Inc. – Securities Purchase Agreement (August 8th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of August 4, 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").

Capitol Acquisition Holding Co Ltd. – Contract (August 7th, 2017)
CNL Growth Properties, Inc. – Sale of Aura on Broadway Apartments 1221 East Broadway Road Tempe, Arizona Purchase and Sale Agreement (August 4th, 2017)

This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the cover page hereof (the "Effective Date"), by and between GGT TRG BROADWAY AZ, LLC, a Delaware limited liability company ("Seller"), and DEDICATED BROADWAY TEMPE, LP, a Delaware limited partnership ("Purchaser").

Roanoke Gas Company Private Shelf Facility Private Shelf Agreement Dated September 30, 2015 (August 4th, 2017)

To each Prudential Affiliate which becomes bound by this Agreement as hereinafter provided (each, a "Purchaser" and collectively, the "Purchasers"):

PENSARE ACQUISITION Corp – WARRANT AGREEMENT PENSARE ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 27, 2017 (August 2nd, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of July 27, 2017, is by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent", also referred to herein as the "Transfer Agent").

PENSARE ACQUISITION Corp – The REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR a PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EARLYBIRDCAPITAL, INC. ("EBC") OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) a BONA FIDE OFFICER OR PARTNER OF EBC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EX (August 2nd, 2017)

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY PENSARE ACQUISITION CORP. ("COMPANY") OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND JULY 27, 2018. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).

PENSARE ACQUISITION Corp – Registration Rights Agreement (August 2nd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 27, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the "Company"), Pensare Sponsor Group, LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a "Holder" and collectively the "Holders").

PENSARE ACQUISITION Corp – 27,000,000 Units PENSARE ACQUISITION CORP. UNDERWRITING AGREEMENT (August 2nd, 2017)
PENSARE ACQUISITION Corp – Stock Escrow Agreement (August 2nd, 2017)

STOCK ESCROW AGREEMENT, dated as of July 27, 2017 (the "Agreement") by and among Pensare Acquisition Corp., a Delaware corporation (the "Company"), Pensare Sponsor Group LLC, a Delaware limited liability company (the "Sponsor"), MasTec, Inc., a Florida corporation, and the other parties hereto named on Exhibit A attached hereto (together with the Sponsor, the "Initial Holders"), and Continental Stock Transfer & Trust Company (the "Escrow Agent").

Restaurant Brands International Inc. – 4.250% First Lien Senior Secured Notes Due 2024 Purchase Agreement (August 2nd, 2017)
PENSARE ACQUISITION Corp – Investment Management Trust Agreement (August 2nd, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of July 27, 2017 by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Roadrunner Transportation Systems Inc – EXECUTION VERSION CREDIT AGREEMENT Dated as of July 21, 2017 Among ROADRUNNER TRANSPORTATION SYSTEMS, INC., as a Borrower and THE SUBSIDIARIES OF ROADRUNNER TRANSPORTATION SYSTEMS, INC. SIGNATORY HERETO AS SUBSIDIARY GUARANTORS, Each as a Guarantor, and CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent and Swing Line Lender, and BMO CAPITAL MARKETS, and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Book Runners AmericasActive:9267372.25 (July 27th, 2017)
PENSARE ACQUISITION Corp – July 27, 2017 (July 27th, 2017)

Pensare Acquisition Corp., a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended, and pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act") (the "Registration Statement"). The Registration Statement relates to the underwritten public offering by the Company of up to 2,300,000 units of the Company (the "Units") (including up to 300,000 Units subject to the Underwriters' (as defined below) over-allotment option), each Unit consisting of:

Stevia First Corp. – Securities Purchase Agreement (July 27th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of July 26, 2017, between Vitality Biopharma, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

PENSARE ACQUISITION Corp – Form of Investment Management Trust Agreement (July 24th, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of _____, 2017 by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

PENSARE ACQUISITION Corp – FORM OF WARRANT AGREEMENT PENSARE ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of ____, 2017 (July 24th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of ____, 2017, is by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent", also referred to herein as the "Transfer Agent").

PENSARE ACQUISITION Corp – Form of Stock Escrow Agreement (July 24th, 2017)

STOCK ESCROW AGREEMENT, dated as of ______, 2017 (the "Agreement") by and among Pensare Acquisition Corp., a Delaware corporation (the "Company"), Pensare Sponsor Group LLC, a Delaware limited liability company (the "Sponsor"), MasTec, Inc., a Florida corporation, and the other parties hereto named on Exhibit A attached hereto (together with the Sponsor, the "Initial Holders"), and Continental Stock Transfer & Trust Company (the "Escrow Agent").

PENSARE ACQUISITION Corp – Registration Rights Agreement (July 24th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ______, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the "Company"), Pensare Sponsor Group, LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a "Holder" and collectively the "Holders").

PENSARE ACQUISITION Corp – The REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR a PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EARLYBIRDCAPITAL, INC. ("EBC") OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) a BONA FIDE OFFICER OR PARTNER OF EBC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EX (July 24th, 2017)

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY PENSARE ACQUISITION CORP. ("COMPANY") OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND __________, 2017. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).