Greenberg Traurig Sample Contracts

Premier Exhibitions – ASSET PURCHASE AGREEMENT by and Between PREMIER EXHIBITIONS, INC., OTHER SELLERS NAMED HEREIN, RMS TITANIC, INC. (SOLELY FOR PURPOSES OF ARTICLE III, ARTICLE V, ARTICLE VII AND ARTICLE VIII) and PREMIER ACQUISITION HOLDINGS LLC Dated as of June 14, 2018 (June 18th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 14, 2018 (the "Execution Date"), is made by and among (i) Premier Exhibitions, Inc., a Florida corporation ("Premier"), (ii) Arts and Exhibitions International, LLC, a Florida limited liability company ("A&E"), (iii) Premier Exhibition Management LLC, a Florida limited liability company ("PEM"), (iv) Premier Exhibitions NYC, Inc., a Nevada corporation ("Premier NYC"), (v) Premier Merchandising, LLC, a Delaware limited liability company ("Premier Merch"), (vi) Premier Exhibitions International, LLC, a Delaware limited liability company ("PEI"), (vii) Dinosaurs Unearthed Corp., a Delaware corporation ("DU Corp.") (collectively with Premier, A&E, PEM, Premier NYC, Premier Merch and PEI, the "Debtor Sellers"); (viii) DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia ("DinoKing"), (ix) RMS Titanic, Inc., a Florida corporation ("RMST"), solely for purposes of Article III, Articl

Rodin Income Trust, Inc. – Rodin Income Trust, Inc. Escrow Agreement (June 14th, 2018)

THIS ESCROW AGREEMENT (this "Agreement"), is made and entered into as of June 5, 2018 by and among Rodin Income 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").

Porto Holdco B.V. – First Amendment to Share Exchange Implementation Agreement (June 4th, 2018)

WHEREAS, the Sagicor Parties and Playa entered into that certain Share Exchange Implementation Agreement dated as of February 26, 2018 (the Agreement);

Cryo-Cell International – Asset Purchase Agreement (June 4th, 2018)

This Asset Purchase Agreement (this Agreement), dated as of May 29, 2018, is entered into between Cord:Use Cord Blood Bank, Inc., a Florida corporation (Seller) and Cryo-Cell International, Inc., a Delaware corporation (Buyer).

SHARE PURCHASE AGREEMENT Dated as of May 25, 2018 by and Among SONOCO INTERNATIONAL (BVI), INC. As Acquiror, CONITEX SONOCO (BVI), LTD. As the Company, and TEXPACK INVESTMENTS, INC. As the Seller (June 1st, 2018)

THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of May 25, 2018, is entered into by and among Sonoco International (BVI), Inc., an international business company organized under the laws of the British Virgin Islands ("Acquiror"), Conitex Sonoco (BVI), Ltd. an international business company organized under the laws of the British Virgin Islands (the "Company"), and Texpack Investments, Inc., a corporation organized under the laws of Panama (the "Seller"), Acquiror, the Company, and the Seller are referred to herein, collectively, as the "Parties" and, individually, each a "Party."

Neuronetics, Inc. – Loan and Security Agreement (May 31st, 2018)

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 28, 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 NEURONETICS, INC., a Delaware corporation with an office located at 3222 Phoenixville Pike, Malvern, Pennsylvania 19355 (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Casual Male Retail Group – Seventh Amended and Restated Credit Agreement (May 30th, 2018)

each Revolving Lender and each FILO Lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"),

CREDIT AGREEMENT Among WILLIAM LYON HOMES, INC., as Borrower, WILLIAM LYON HOMES, as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 21, 2018 JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., CREDIT SUISSE SECURITIES (USA) LLC, And (May 25th, 2018)

CREDIT AGREEMENT (this Agreement) dated as of May 21, 2018, among WILLIAM LYON HOMES, INC., a California corporation (the Borrower), WILLIAM LYON HOMES, a Delaware corporation (Parent), the lenders from time to time party hereto (the Lenders) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as hereinafter defined).

CNH Equipment Trust 2018-A – CNH EQUIPMENT TRUST 2018-A PURCHASE AGREEMENT Between CNH INDUSTRIAL CAPITAL AMERICA LLC and CNH CAPITAL RECEIVABLES LLC (May 23rd, 2018)

PURCHASE AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of May 1, 2018, between CNH INDUSTRIAL CAPITAL AMERICA LLC, a Delaware limited liability company (CNHICA), and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (CNHCR).

VectoIQ Acquisition Corp. – Unit Purchase Agreement (May 21st, 2018)

THIS UNIT PURCHASE AGREEMENT, dated as of May 15, 2018 (as it may from time to time be amended, this Agreement), is entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and Cowen Investments LLC, a Delaware limited liability company (the Purchaser).

VectoIQ Acquisition Corp. – Investment Management Trust Agreement (May 21st, 2018)

This Investment Management Trust Agreement (this Agreement) is made effective as of May 15, 2018 by and between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).

VectoIQ Acquisition Corp. – Unit Purchase Agreement (May 21st, 2018)

THIS UNIT PURCHASE AGREEMENT, dated as of May 15, 2018 (as it may from time to time be amended, this Agreement), is entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and VectoIQ Holdings, LLC, a Delaware limited liability company (the Purchaser).

VectoIQ Acquisition Corp. – 20,000,000 Units VECTOIQ ACQUISITION CORP. UNDERWRITING AGREEMENT (May 21st, 2018)
PAVmed Inc. – Pavmed, Inc. Dealer-Manager Agreement (May 21st, 2018)
CatchMark Timber Trust, Inc. – CROWN PINE PURCHASE AGREEMENT by and Among CROWN PINE PARENT, L.P., CROWN PINE REIT, INC., GPT1 LLC, CROWN PINE TIMBER 1, L.P., and CREEK PINE HOLDINGS, LLC Dated as of May 14, 2018 (May 18th, 2018)

This CROWN PINE PURCHASE AGREEMENT (this Agreement) is made and entered into as of May 14, 2018 (the Effective Date), by and among Crown Pine Parent, L.P., a Delaware limited partnership (CP Parent LP), Crown Pine REIT, Inc., a Delaware corporation (CP REIT), and GPT1 LLC, a Delaware limited liability company (GPT1 and together with CP Parent LP and CP REIT, collectively, the Sellers and each a Seller), Crown Pine Timber 1, L.P., a Delaware limited partnership (Crown Pine Timber 1 or the Company), and Creek Pine Holdings, LLC, a Delaware limited liability company (the Buyer). Each of the parties named above may be referred to herein as a Party and collectively as the Parties. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article XIII below.

CNH Equipment Trust 2018-A – CNH EQUIPMENT TRUST 2018-A PURCHASE AGREEMENT Between CNH INDUSTRIAL CAPITAL AMERICA LLC and CNH CAPITAL RECEIVABLES LLC (May 18th, 2018)

PURCHASE AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of May 1, 2018, between CNH INDUSTRIAL CAPITAL AMERICA LLC, a Delaware limited liability company (CNHICA), and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (CNHCR).

Contract (May 16th, 2018)
Stellar Biotechnologies, Inc. – Securities Purchase Agreement (May 15th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of May 11, 2018, between Stellar Biotechnologies, Inc., a British Columbia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

VectoIQ Acquisition Corp. – May 14, 2018 (May 15th, 2018)

VectoIQ Acquisition Corp., a Delaware corporation (the Company), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (Registration No. 333-224351) (the Registration Statement), under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the underwritten public offering by the Company of up to 23,000,000 units of the Company (the Units) (including up to 3,000,000 Units subject to the Underwriters (as defined below) option to purchase additional Units), each Unit consisting of:

VectoIQ Acquisition Corp. – Form of Unit Purchase Agreement (May 15th, 2018)

THIS UNIT PURCHASE AGREEMENT, dated as of , 2018 (as it may from time to time be amended, this Agreement), is entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and Cowen Investments LLC, a Delaware limited liability company (the Purchaser).

VectoIQ Acquisition Corp. – Amended and Restated Forward Purchase Agreement (May 15th, 2018)

This Amended and Restated Forward Purchase Agreement (this Agreement) is entered into as of May 14, 2018 between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and PSAM WorldArb Master Fund Ltd., a Cayman Islands exempted limited company (the Purchaser).

VectoIQ Acquisition Corp. – 20,000,000 Units VECTOIQ ACQUISITION CORP. UNDERWRITING AGREEMENT (May 15th, 2018)
VectoIQ Acquisition Corp. – Form of Unit Purchase Agreement (May 15th, 2018)

THIS UNIT PURCHASE AGREEMENT, dated as of , 2018 (as it may from time to time be amended, this Agreement), is entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and VectoIQ Holdings, LLC, a Delaware limited liability company (the Purchaser).

PV Nano Cell, Ltd. – Securities Purchase Agreement (May 15th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of August 16, 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

PV Nano Cell, Ltd. – Securities Purchase Agreement (May 15th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of _______ ___, 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

VectoIQ Acquisition Corp. – Form of Investment Management Trust Agreement (May 15th, 2018)

This Investment Management Trust Agreement (this Agreement) is made effective as of , 2018 by and between VectoIQ Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).

GWG Holdings, Inc. – Amended and Restated Master Exchange Agreement (May 11th, 2018)

This Amended and Restated Master Exchange Agreement (this "Agreement"), effective as of January 12, 2018, amends and restates in its entirety that certain Master Exchange Agreement dated as of January 12, 2018, by and among GWG HOLDINGS, INC., a Delaware corporation ("GWG"), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG ("GWG LIFE"), THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership (the "Company"), MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C. ("MHT SPV"), and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Closing, each a "Seller Trust" and collectively the "Seller Trusts"), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the "Trust Advisors").

KBS Real Estate Investment Trust II, Inc. – Guaranty Agreement (May 9th, 2018)

This Guaranty Agreement (this "Guaranty") is made as of the 29th day of March, 2018, by KBS REIT Properties II, LLC, a Delaware limited liability company ("Guarantor"), in favor of Bank of America, N.A., a national banking association, as administrative agent for Lenders as that term is defined below (in such capacity, "Administrative Agent") and each of the Lenders.

KBS Real Estate Investment Trust II, Inc. – LOAN AGREEMENT by and Among KBSII 100-200 CAMPUS DRIVE, LLC, KBSII 300-600 CAMPUS DRIVE, LLC, KBSII WILLOW OAKS, LLC, KBSII PIERRE LACLEDE CENTER, LLC, KBSII 445 SOUTH FIGUEROA, LLC, KBSII EMERALD VIEW, LLC, KBSII GRANITE TOWER, LLC, and KBSII FOUNTAINHEAD, LLC, Each a Delaware Limited Liability Company, Collectively, as Borrower and BANK OF AMERICA, N.A., a National Banking Association, as Administrative Agent and the Other Financial Institutions Party Hereto Dated as of March 29, 2018 BANK OF AMERICA, N.A., as Sole Arranger and Bookrunner (May 9th, 2018)

THIS LOAN AGREEMENT (this "Agreement") is made as of March 29, 2018 by and among each lender from time to time a party hereto (individually, a "Lender" and collectively, the "Lenders"), and BANK OF AMERICA, N.A., a national banking association as Administrative Agent, and KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company ("100-200 Campus Drive Borrower"), KBSII 300-600 CAMPUS DRIVE, LLC, a Delaware limited liability company ("300-600 Campus Drive Borrower"), KBSII WILLOW OAKS, LLC, a Delaware limited liability company ("Willow Oaks Borrower"), KBSII PIERRE LACLEDE CENTER, LLC, a Delaware limited liability company ("Pierre LaClede Center Borrower"), KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company ("445 South Figueroa Borrower"), KBSII EMERALD VIEW, LLC, a Delaware limited liability company ("Emerald View Borrower"), KBSII GRANITE TOWER, LLC, a Delaware limited liability company ("Granite Tower Borrower"), and KBSII FOUNTAINHEAD, LLC, a Delaware li

Getty Realty Corporation – Amended and Restated Credit Agreement (May 9th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of March 23, 2018, among GETTY REALTY CORP., a Maryland corporation (the "Borrower"), certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), each L/C Issuer from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

TopBuild Corp – Amendment No. 1 to Credit Agreement (May 8th, 2018)

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.

Stellar Biotechnologies, Inc. – Securities Purchase Agreement (May 8th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of ____ __, 2018, between Stellar Biotechnologies, Inc., a British Columbia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

VectoIQ Acquisition Corp. – May 7, 2018 (May 8th, 2018)

VectoIQ Acquisition Corp., a Delaware corporation (the Company), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (Registration No. 333-224351) (the Registration Statement), under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the underwritten public offering by the Company of up to 23,000,000 units of the Company (the Units) (including up to 3,000,000 Units subject to the Underwriters (as defined below) option to purchase additional Units), each Unit consisting of:

PermRock Royalty Trust – Registration Rights Agreement (May 8th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) dated as of May 4, 2018 is made and entered into by and between Boaz Energy II, LLC, a Delaware limited liability company (the Company), and PermRock Royalty Trust, a statutory trust formed under the laws of the State of Delaware (the Trust). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the Trustee mean Simmons Bank, in its capacity as trustee (in such capacity, or any successor trustee, the Trustee) of the Trust and not in its individual capacity.

VectoIQ Acquisition Corp. – Form of Indemnity Agreement (May 7th, 2018)

THIS INDEMNITY AGREEMENT (this Agreement) is made as of , 2018, by and between VECTOIQ ACQUISITION CORP., a Delaware corporation (the Company), and (Indemnitee).