Greenberg Traurig Sample Contracts

DD3 Acquisition Corp. – 5,000,000 Units DD3 ACQUISITION CORP. UNDERWRITING AGREEMENT (October 16th, 2018)
DD3 Acquisition Corp. – Earlybirdcapital, Inc. (October 16th, 2018)

This is to confirm our agreement whereby DD3 Acquisition Corp., a British Virgin Islands company ("Company"), has requested EarlyBirdCapital, Inc. (the "Advisor") to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a "Business Combination") with one or more businesses or entities (each a "Target") as described in the Company's Registration Statement on Form S-1 (File No. 333-227423) filed with the Securities and Exchange Commission ("Registration Statement") in connection with its initial public offering ("IPO").

DD3 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. 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. (The "Representative") or an Underwriter or Selected Dealer in Connection With the Offering, or (Ii) a Bona Fide Officer or Partner of the Representative or of Any Such Underw (October 16th, 2018)

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY DD3 ACQUISITION CORP. ("COMPANY") OF A MERGER, share exchange, share reconstruction, RECAPITALIZATION OR amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or assets ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND OCTOBER 11, 2019. VOID AFTER 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).

DD3 Acquisition Corp. – Registration Rights Agreement (October 16th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 11th day of October, 2018, by and among DD3 Acquisition Corp., a British Virgin Islands company (the "Company") and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

DD3 Acquisition Corp. – Warrant Agreement (October 16th, 2018)

This agreement (this "Agreement") is made as of October 11, 2018 between DD3 Acquisition Corp., a British Virgin Islands company, with offices at c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 ("Warrant Agent").

DD3 Acquisition Corp. – Investment Management Trust Agreement (October 16th, 2018)

This Agreement is made as of October 11, 2018 by and between DD3 Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").

DD3 Acquisition Corp. – Stock Escrow Agreement (October 16th, 2018)

STOCK ESCROW AGREEMENT, dated as of October 11, 2018 ("Agreement"), by and among DD3 ACQUISITION CORP., a British Virgin Islands corporation ("Company"), DD3 MEX ACQUISITION CORP (the "Initial Shareholder") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

Subscription Agreement for Accredited Investors Falconstor Software, Inc. (October 11th, 2018)

THE UNITS, INCLUDING THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND FINANCING WARRANTS COMPRISING SUCH UNITS AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OR EXERCISE OF SUCH SECURITIES, AS APPLICABLE (THE "UNIT COMPONENTS"), OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY SALE OF UNITS AND UNIT COMPONENTS IS MADE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION AS PROVIDED IN THE SECURITIES ACT AND APPLICABLE STATE LAW. THE UNITS AND UNIT COMPONENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Toughbuilt Industries, Inc – UNDERWRITING AGREEMENT Between TOUGHBUILT INDUSTRIES, INC., and MAXIM GROUP LLC as Representative of the Several Underwriters TOUGHBUILT INDUSTRIES, INC. UNDERWRITING AGREEMENT (October 10th, 2018)
PAVmed Inc. – Contract (October 5th, 2018)

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE EFFECTIVE DATE.

DD3 Acquisition Corp. – Registration Rights Agreement (September 28th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___ day of ______, 2018, by and among DD3 Acquisition Corp., a British Virgin Islands company (the "Company") and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

DD3 Acquisition Corp. – Investment Management Trust Agreement (September 28th, 2018)

This Agreement is made as of ____________, 2018 by and between DD3 Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").

DD3 Acquisition Corp. – Warrant Agreement (September 28th, 2018)

This agreement (this "Agreement") is made as of ____________, 2018 between DD3 Acquisition Corp., a British Virgin Islands company, with offices at c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 ("Warrant Agent").

DD3 Acquisition Corp. – Earlybirdcapital, Inc. (September 28th, 2018)

This is to confirm our agreement whereby DD3 Acquisition Corp., a British Virgin Islands company ("Company"), has requested EarlyBirdCapital, Inc. (the "Advisor") to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a "Business Combination") with one or more businesses or entities (each a "Target") as described in the Company's Registration Statement on Form S-1 (File No. 333-227423) filed with the Securities and Exchange Commission ("Registration Statement") in connection with its initial public offering ("IPO").

DD3 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. 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. (The "Representative") or an Underwriter or Selected Dealer in Connection With the Offering, or (Ii) a Bona Fide Officer or Partner of the Representative or of Any Such Underw (September 28th, 2018)

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY DD3 ACQUISITION CORP. ("COMPANY") OF A MERGER, share exchange, share reconstruction, RECAPITALIZATION OR amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or assets ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ___________, 2019. VOID AFTER 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).

DD3 Acquisition Corp. – September 28, 2018 (September 28th, 2018)

DD3 Acquisition Corp., a British Virgin Islands company (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (File No. 333-227423) (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"), covering (i) up to 5,750,000 units of the Company (the "Units") (including up to 750,000 Units subject to the Underwriters' (as defined below) over-allotment option), with each Unit consisting of one ordinary share of the Company, no par value ("Ordinary Shares," and the Ordinary Shares underlying the Units, the "Shares"), for an aggregate of up to 5,750,000 Shares (including up to 750,000 Shares included in the Units subject to the Underwriters' over-allotment option); and one warrant ("Warrant") entitling the holder to purchase one Ordinary Share, at a price of $11.50 per share, for an aggregate of up to 5,750,000 Warrants (including up to 750,000 Warrants included in the Units subject to the Underw

DD3 Acquisition Corp. – 5,000,000 Units DD3 ACQUISITION CORP. UNDERWRITING AGREEMENT (September 28th, 2018)
DD3 Acquisition Corp. – Stock Escrow Agreement (September 28th, 2018)

STOCK ESCROW AGREEMENT, dated as of ___________, 2018 ("Agreement"), by and among DD3 ACQUISITION CORP., a British Virgin Islands corporation ("Company"), DD3 MEX ACQUISITION CORP (the "Initial Shareholder") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

CNH Equipment Trust 2018-B – CNH EQUIPMENT TRUST 2018-B PURCHASE AGREEMENT Between CNH INDUSTRIAL CAPITAL AMERICA LLC and CNH CAPITAL RECEIVABLES LLC (September 26th, 2018)

PURCHASE AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of September 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).

Getty Realty Corporation – First Amendment to Amended and Restated Credit Agreement (September 24th, 2018)

FIRST AMENDMENT, dated as of September 19, 2018 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of March 23, 2018 (as amended, modified, supplemented, increased and extended from time to time, the "Credit Agreement"), among Getty Realty Corp., a Maryland corporation, as Borrower, certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, the lenders from time to time party thereto (the "Lenders"), the L/C Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent and Swing Line Lender thereunder (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

CNH Equipment Trust 2018-B – CNH EQUIPMENT TRUST 2018-B PURCHASE AGREEMENT Between CNH INDUSTRIAL CAPITAL AMERICA LLC and CNH CAPITAL RECEIVABLES LLC (September 20th, 2018)

PURCHASE AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of September 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).

MPM Holdings Inc. – Agreement and Plan of Merger* (September 19th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2018 (this "Agreement"), is by and among MOM Holding Company, a Delaware corporation ("Parent"), MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and MPM Holdings Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 8.12.

Entasis Therapeutics Ltd – Entasis Therapeutics Holdings Inc. Registration Rights Agreement (September 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the 14th day of September, 2018, by and among Entasis Therapeutics Holdings Inc., a corporation organized under the laws of the State of Delaware (the Company), and the investors listed on Schedule A hereto, referred to hereinafter as the Investors and each individually as an Investor.

Select Interior Concepts, Inc. – Fourth Amendment to Financing Agreement (September 7th, 2018)
Select Interior Concepts, Inc. – Amended and Restated Loan, Security and Guaranty Agreement (September 6th, 2018)

THIS AMENDED AND RESTATED LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 28, 2018, among SELECT INTERIOR CONCEPTS, INC., a Delaware corporation ("Topco"), ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company formerly known as G&M OPCO LLC ("AG&M"), Pental Granite and Marble, LLC, a Washington limited liability company ("Pental"), L.A.R.K. INDUSTRIES, INC., a California corporation ("L.A.R.K."), GREENCRAFT HOLDINGS, LLC, an Arizona limited liability company ("Greencraft Holdings"), GREENCRAFT INTERIORS, LLC, an Arizona limited liability company ("Greencraft Interiors"), CASA VERDE SERVICES, LLC, a Delaware limited liability company ("Casa Verde"), GREENCRAFT STONE AND TILE LLC, an Arizona limited liability company ("Greencraft Stone"; and, together with Topco, AG&M, Pental Granite and Marble, L.A.R.K., Greencraft Holdings, Greencraft Interiors, Casa Verde, Greencraft Stone and each Person joined hereto as a borrower from time to time, individually and col

Xspand Products Lab, Inc. – Registration Rights Agreement (September 6th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 4, 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").

Marriot Vacations Worldwide Cor – CREDIT AGREEMENT Dated as of August 31, 2018 Among MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC., as the MVW Borrower, on and After the ILG Joinder Date, INTERVAL ACQUISITION CORP., as the ILG Borrower, the Several Lenders From Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SUNTRUST ROBINSON HUMPHREY INC., DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC and CREDIT SUISSE LOAN FUNDING LLC, as Joint Lead Arrangers and Book (September 5th, 2018)
Interval Leisure Group – CREDIT AGREEMENT Dated as of August 31, 2018 Among MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC., as the MVW Borrower, on and After the ILG Joinder Date, INTERVAL ACQUISITION CORP., as the ILG Borrower, the Several Lenders From Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SUNTRUST ROBINSON HUMPHREY INC., DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC and CREDIT SUISSE LOAN FUNDING LLC, as Joint Lead Arrangers and Book (September 5th, 2018)
SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT by and Between Prominence Homes LLC as Seller and REVEN HOUSING REIT, INC., a Maryland Corporation, as Buyer August 28, 2018 (August 30th, 2018)

THIS SINGLE FAMILY HOMES PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of August 28, 2018 ("Effective Date"), by and between Prominence Homes LLC, an Alabama limited liability company ("Seller") and REVEN HOUSING REIT, INC., a Maryland corporation ("Buyer").

NorthStar/RXR New York Metro Real Estate, Inc. – Agreement and Plan of Merger (August 21st, 2018)

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated August 20, 2018, is by and among COLONY CAPITAL INVESTMENT HOLDCO, LLC, a Delaware limited liability company ("Tax Parent"), CNI NS/RXR ADVISORS, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Tax Parent ("Parent"), CNI NS/RXR ADVISORS MERGER SUBSIDIARY, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), and NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC., a Maryland corporation (the "Company"). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Tax Parent, Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

Zoe's Kitchen, Inc. – AGREEMENT AND PLAN OF MERGER by and Among Zoes Kitchen, Inc. Cava Group, Inc., and Pita Merger Sub, Inc. Dated as of August 16, 2018 (August 20th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 16, 2018, is by and among Zoes Kitchen, Inc., a Delaware corporation (the Company), Cava Group, Inc., a Delaware corporation (Parent), and Pita Merger Sub, Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (Merger Sub and, together with the Company and Parent, the Parties, and each, a Party).

Select Interior Concepts, Inc. – Employment Agreement (August 17th, 2018)
Entasis Therapeutics Ltd – Amended and Restated Business Transfer and Subscription Agreement (August 17th, 2018)

This AMENDED AND RESTATED BUSINESS TRANSFER AND SUBSCRIPTION AGREEMENT (this Agreement), dated as of March , 2016, is entered into by and among ASTRAZENECA AB (PUBL), a company incorporated in Sweden under no. 556011-7482 (the Sweden Seller), ASTRAZENECA UK LIMITED, a company incorporated in England under no. 3674842 (the UK Seller), ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (the US Seller, and together with the Sweden Seller and the UK Seller, the Sellers), ENTASIS THERAPEUTICS LIMITED, a private limited company incorporated in England and Wales (the UK Company), and ENTASIS THERAPEUTICS INC., a Delaware corporation and a wholly owned subsidiary of the UK Company (the US Company, and together with the UK Company, the Companies).

Helios & Matheson North America Inc. – HELIOS AND MATHESON ANALYTICS INC. Equity Distribution AGREEMENT (August 14th, 2018)
Helios & Matheson North America Inc. – Registration Rights Agreement (August 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 4, 2018, by and between Oath Inc., a Delaware corporation ("Seller") and Helios and Matheson Analytics Inc., a Delaware corporation ("Buyer").