Herrick, Feinstein Sample Contracts

United Realty Trust Inc – Sale Agreement (July 16th, 2018)

SALE AGREEMENT, dated as of June 15, 2018 As supplemented by the letter agreement dated as of July 10, 2018 (collectively, this "Agreement"), by and among the following Persons:

United Realty Trust Inc – Sale Agreement (June 21st, 2018)
Opportunity Fund I-Ss, LLC (March 22nd, 2018)

This consent by OFI is contingent upon (i) FCG agreeing to the terms of this letter and executing and delivering this letter to OFI; and (ii) FCG's covenant to provide to OFI, on a quarterly basis, on or prior to 15 days after the end of each quarter, a report (the "CFO Report") that describes, in reasonable detail, the actual expenses incurred and payments made during such period compared to the expenses and payments specified in the Budget for such period (or pro rata amount for such quarter) and which is certified by the CFO of FCG as being true and accurate in all material respects. OFI's consent to the use of proceeds, in accordance with the Budget and pursuant to this letter, is not intended to nor should the same be construed to mean or imply any acknowledgement, agreement, confirmation or ratification on the part of OFI of the Budget including, without limitation, the adequacy or viability of the Budget or any information set forth in the Budget.

Syms Corporation – School Design, Construction, Funding and Purchase Agreement (March 15th, 2018)

THIS SCHOOL DESIGN, CONSTRUCTION, FUNDING AND PURCHASE AGREEMENT (this "Agreement") made as of December 22, 2017 by and between TPHGREENWICH OWNER LLC, a Delaware limited liability company having an address c/o Trinity Place Holdings Inc., 340 Madison Avenue, Suite 3C, New York, NY 10173 ("Developer") and the NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY, a public benefit corporation of the State of New York having its principal office at IDCNY Center 1, 30-30 Thompson Avenue, Long Island City, New York 11101 (the "SCA").

Syms Corporation – Completion Guaranty (March 15th, 2018)

THIS COMPLETION GUARANTY (this "Completion Guaranty") is made as of the 22nd day of December, 2017, by TRINITY PLACE HOLDINGS INC., a Delaware corporation ("Guarantor") to NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY, a public benefit corporation of the State of New York, having its principal office at 30-30 Thompson Avenue, Long Island City, New York 11101 ("SCA").

Syms Corporation – MASTER LOAN AGREEMENT Between (March 15th, 2018)

This Master Loan Agreement (this "Agreement") is entered into as of December 22, 2017 by and between TPHGREENWICH OWNER LLC, a Delaware limited liability company ("Borrower") and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY a Massachusetts corporation ("Lender" and, to the extent applicable pursuant to Article 15, "Administrative Agent").

Cardax, Inc. – Subscription Agreement by and Between Cardax, Inc. And the Purchasers Party Hereto Dated as of __________, _______ (November 14th, 2017)

This Subscription Agreement (this "Agreement") is dated as of the date set forth on the signature page hereof, by and among Cardax, Inc., a Delaware corporation (the "Company"), and each Person that is a Purchaser under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 1.1.

Metropolitan Bank Holding Corp. – Contract (October 4th, 2017)

971124000 819 CERTIFICATE OF INCORPORATION CT-07 OF METBANK HOLDING CORP. (Under Section 402 of the business corporation Law) The undersigned, a natural parson over the age of eighteen years, desiring to form a corporation pursuant to Section 402 of the Business Corporation Law of the state of New York, hereby certifies: FIRST: The name of the corporation is METBANK HOLDING CORP.. hereinafter sometimes called the "Corporation". SECOND; The purposes for which the Corporation is formed are as follows: To engage in any lawful act or activity for which corporations may be formed under the Business Corporation Law of the State of New York. The Corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. It is the intention that, to the extent permitted by law, the Corporation shall have all of the powers specifi

KBS Strategic Opportunity REIT, Inc. – Investment Agreement (August 11th, 2017)

THIS INVESTMENT AGREEMENT (this "Agreement") is made as of July 6, 2017 (the "Effective Date") by and among MIGDAL INSURANCE COMPANY LTD., an Israeli limited company ("Migdal Insurance"), and MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company ("Migdal-Makefet"), on behalf of each of (a) MAKEFET ISHIT, an Israeli pension fund managed by Migdal-Makefet, (b) MAKEFET MASHLIMA, an Israeli pension fund managed by Migdal-Makefet, (c) MIGDAL PROVIDENT FUND - BETWEEN 50 TO 60 YEARS OLD TRACK, an Israeli provident fund managed by Migdal-Makefet, (d) MIGDAL PROVIDENT FUND - UP TO 10% SHARES TRACK, an Israeli provident fund managed by Migdal-Makefet, and (e) MIGDAL PROVIDENT FUND - OVER 60 YEARS OLD TRACK, an Israeli provident fund managed by Migdal-Makefet (each individually, a "Migdal Member" and collectively, the "Migdal Members"), KBS SOR PROPERTIES, LLC, a Delaware limited liability company (the "KBS Member" and together with the Migdal Members, each a "Member" and c

First Amendment to Credit Agreement (June 30th, 2017)

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 30, 2017 (this "First Amendment"), is entered into by and among CLEAN HARBORS, INC., a Massachusetts corporation (the "U.S. Borrower"), CLEAN HARBORS INDUSTRIAL SERVICES CANADA, INC., an Alberta corporation (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers"), the other Loan Parties party hereto, certain of the Lenders party hereto which constitute the "Required Lenders", and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, the "Agent").

Gadsden Growth Properties, Inc. – Omnibus Contribution Agreement (June 21st, 2017)

OMNIBUS CONTRIBUTION AGREEMENT, dated as of November 1, 2016 (this "Agreement"), by and among GRAE-TEX, LLC, a Texas limited liability company ("GRAE-TEX"), GRAE ROUND ROCK, LTD., a Texas limited partnership ("Land Owner", and collectively with GRAE-TEX, its general partner, the "GRAE-TEX Entities"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Gadsden Growth Properties, Inc. – Omnibus Contribution Agreement (June 21st, 2017)

OMNIBUS CONTRIBUTION AGREEMENT, dated as of February 28, 2017 (this "Agreement"), by and among HG226, LLC, a California limited liability Company ("Seller"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Gadsden Growth Properties, Inc. – Omnibus Contribution Agreement (June 21st, 2017)

OMNIBUS CONTRIBUTION AGREEMENT, dated as of March 14, 2017 (this "Agreement"), by and among CAERUS HOSPITALITY, LLC, a Delaware limited liability company ("Caerus"), and CIBOLO CREEK PARTNERS, LLC, a Delaware limited liability company ("Cibolo"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Gadsden Growth Properties, Inc. – Omnibus Contribution Agreement (June 21st, 2017)

OMNIBUS CONTRIBUTION AGREEMENT, dated as of March 14, 2017 (this "Agreement"), by and among CIBOLO CREEK PARTNERS, LLC, a Delaware limited liability company ("Cibolo"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Cardax, Inc. – Subscription Agreement by and Between Cardax, Inc. And the Purchasers Party Hereto Dated as of __________, 2017 (March 31st, 2017)

This Subscription Agreement (this "Agreement") is dated as of the date set forth on the signature page hereof, by and among Cardax, Inc., a Delaware corporation (the "Company"), and each Person that is a Purchaser under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 1.1.

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2016 Among CLEAN HARBORS, INC. As the U.S. Borrower, CLEAN HARBORS INDUSTRIAL SERVICES CANADA, INC., as the Canadian Borrower, BANK OF AMERICA, N.A., as Administrative Agent And (November 2nd, 2016)

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of November 1, 2016, among CLEAN HARBORS, INC., a Massachusetts corporation (the "U.S. Borrower"), CLEAN HARBORS INDUSTRIAL SERVICES CANADA, INC., an Alberta corporation (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns appointed pursuant to Section 12.8, the "Agent").

Condor Hospitality Trust, Inc. – Amended and Restated Limited Liability Company Agreement of Spring Street Hotel Property Ii Llc (August 26th, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (Agreement), made and entered into as of August 22, 2016, by and among TWC SPRING HOTEL LLC, a Delaware limited liability company (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the TWC Member), TWC SPRING HOTEL PROMOTE LLC, a Delaware limited liability company (and together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the Promote Member), and SUPERTEL LIMITED PARTNERSHIP, a Delaware limited partnership (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the Condor Member).

Condor Hospitality Trust, Inc. – LIMITED LIABILITY COMPANY AGREEMENT OF SPRING STREET HOTEL OPCO II LLC a Delaware Limited Liability Company Dated as of August 22, 2016 (August 26th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT (Agreement), made and entered into as of August 22, 2016, by and among TWC SPRING OPCO LLC, a Delaware limited liability company (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the TWC Member), and TRS LEASING, INC., a Virginia corporation (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the Condor Member).

Condor Hospitality Trust, Inc. – LOAN AGREEMENT Dated as of August 22, 2016 Between SPRING STREET HOTEL PROPERTY LLC and SPRING STREET HOTEL OPCO LLC, Collectively, as Borrower and LOANCORE CAPITAL CREDIT REIT LLC, as Lender (August 26th, 2016)

LOAN AGREEMENT dated as of August 22, 2016 (as the same may be modified, supplemented, amended or otherwise changed, this Agreement) between SPRING STREET HOTEL PROPERTY LLC, a Delaware limited liability company (Fee Borrower), SPRING STREET HOTEL OPCO LLC, a Delaware limited liability company (Leasehold Borrower), and LOANCORE CAPITAL CREDIT REIT LLC, a Delaware limited liability company (together with its successors and assigns, Lender).

Condor Hospitality Trust, Inc. – Limited Liability Company Agreement (August 8th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement"), made and entered into as of July 26, 2016, by and among TWC SPRING STREET HOTEL LLC, a Delaware limited liability company (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the "TWC Member"), TWC SPRING STREET HOTEL PROMOTE LLC, a Delaware limited liability company (and together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the "Promote Member"), and SUPERTEL LIMITED PARTNERSHIP, a Virginia limited partnership (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the "Condor Member").

Condor Hospitality Trust, Inc. – LIMITED LIABILITY COMPANY AGREEMENT OF SPRING STREET HOTEL PROPERTY II LLC a Delaware Limited Liability Company Dated as of July 26, 2016 (August 1st, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT (Agreement), made and entered into as of July 26, 2016, by and among TWC SPRING STREET HOTEL LLC, a Delaware limited liability company (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the TWC Member), TWC SPRING STREET HOTEL PROMOTE LLC, a Delaware limited liability company (and together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the Promote Member), and SUPERTEL LIMITED PARTNERSHIP, a Delaware limited partnership (together with any of its permitted successors and assigns admitted as Members hereunder in accordance with this Agreement, the Condor Member).

Cardax, Inc. – Subscription Agreement by and Between Cardax, Inc. And the Purchasers Party Hereto Dated as of __________, 2016 (May 13th, 2016)

This Subscription Agreement (this "Agreement") is dated as of the date set forth on the signature page hereof, by and among Cardax, Inc., a Delaware corporation (the "Company"), and each Person that is a Purchaser under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 1.1.

Code Rebel Corp – Form of Voting Agreement (March 14th, 2016)

This VOTING AGREEMENT (this "Agreement") is made and entered into as of March 11, 2016 by and between Code Rebel Corporation, a Delaware corporation (the "Company"), and each of the undersigned stockholders of the Company, set forth on Schedule A hereto (each a "Stockholder" and, collectively the "Stockholders"), each acting severally and not jointly.

Code Rebel Corp – Joint Operating Agreement (March 14th, 2016)

This Joint Operating Agreement (the "Agreement") is entered into as of March 11, 2016 ("Effective Date") by and between Code Rebel Corporation, a Delaware corporation ("Code Rebel"), and Aegis Identity Software, Inc., a Delaware corporation ("Aegis", and together with Code Rebel, each a "Party", and, collectively, the "Parties"). Capitalized terms used in this Agreement that are not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in the Agreement and Plan of Merger dated as of even date herewith ("Merger Agreement"), by and between the Parties and CR Acquisition Corporation, a Delaware corporation.

Code Rebel Corp – Agreement and Plan of Merger (March 14th, 2016)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of March 11, 2016, by and between CODE REBEL CORPORATION, a Delaware corporation ("CR"), CR ACQUISITION CORPORATION, a Delaware corporation ("Merger Sub"), and AEGIS IDENTITY SOFTWARE, INC., a Delaware corporation ("Aegis"). Certain capitalized terms that are used in this Agreement are defined in Section 9.1. Schedule I provides an index to certain capitalized terms that are defined in other provisions of this Agreement.

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of February 27, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of February 27, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of February 27, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Aralez Pharmaceuticals Inc. – Securities Purchase Agreement (January 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

China Stationary & Office – Unsecured Convertible Promissory Note (December 19th, 2014)

This Unsecured Convertible Promissory Note (this Note) is one in a series of Unsecured Convertible Promissory Notes (collectively, the Notes) issued by the Company pursuant to that certain Unsecured Convertible Promissory Note and Warrant Purchase Agreement, dated as of December [___], 2014, by and among the Company and the Holder (the Purchase Agreement) which is similar to the agreement that is entered into by the Company with other investors or purchasers of the other Notes. As used in this and any other Notes, the term Requisite Note Holders shall mean the holders of a majority of the aggregate outstanding principal amount of this and the other Notes issued under the terms and conditions of the Purchase Agreement (and not include any other notes, debentures or similar instruments that may have been or may be issued by the Company). Capitalized terms used but not defined herein shall have the meanings given them in the Purchase Agreement.