Law Firm Sample Contracts

Share Cite Term
Link

Embed (HTML)
Quest Resource Holding Corp – Allonge to Senior Secured Convertible Note (April 4th, 2013)

This Allonge (the Allonge), dated as of October 10, 2012, attached to and forming a part of the Senior Secured Convertible Note, dated March 22, 2012 (collectively, the Note), made by EARTH911, INC., a Delaware corporation (the Company), payable to the order of STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership (the Holder), in the principal amount of $1,000,000 is entered into by the Company and Holder as of the date above.

REAL ESTATE PURCHASE AND SALE AGREEMENT by and Between PEARLMARK BROADREACH 1999, L.L.C. And FSP 1999 BROADWAY LLC Dated as of April 3, 2013 for 1999 Broadway and 2099 Welton Street, Denver, Colorado (April 4th, 2013)

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the Date of Agreement set forth on the Summary Statement (the "Date of Agreement") by and between PEARLMARK BROADREACH 1999, L.L.C., a Delaware limited liability company ("Seller"), and FSP 1999 BROADWAY LLC, a Delaware limited liability company ("Purchaser").

SECOND TERM LOAN AGREEMENT Dated as of March 28, 2013, Among OFFSHORE GROUP INVESTMENT LIMITED and VANTAGE DELAWARE HOLDINGS, LLC, as Borrowers, VANTAGE DRILLING COMPANY AND CERTAIN SUBSIDIARIES THEREOF PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO CITIBANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., JEFFERIES FINANCE LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and RBC CAPITAL MARKETS as Joint Lead Arrangers and Joint Bookrunning Managers, JEFFERIES FINANCE LLC (April 3rd, 2013)

SECOND TERM LOAN AGREEMENT (this Agreement), dated as of March 28, 2013, among VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (the Parent), OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (the Company), VANTAGE DELAWARE HOLDINGS, LLC, a Delaware limited liability company (US Borrower and, together with the Company, the Borrowers), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) from time to time party hereto and CITIBANK, N.A., as administrative agent for the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders.

Car Charging Group – Escrow Agreement (April 3rd, 2013)

This ESCROW AGREEMENT (this "Escrow Agreement"), dated as of February 26, 2013, by and among Car Charging Group, Inc., a Nevada corporation ("CCGI"), Beam Acquisition LLC, a Nevada limited liability company ("AcquisitionCo") and Beam Charging LLC, a New York limited liability company ("Beam") on the one hand (CCGI, AcquisitionCo and Beam, collectively, the "Acquiring Parties"), and Manhattan Charging LLC, a New York limited liability company ("Manhattan"), Eric L'Esperance("L'Esperance"), and Andrew Shapiro ("Shapiro" and, together with Manhattan and L'Esperance, the "Beam Members"), Ardour Capital Investments, LLC ("Ardour"), Steven R. Jacobson ("Jacobson"), William Fonfeder ("Fonfeder"), Nissan Zucker ("Zucker") and W & T Parking Corp. ("W&T" and, together with the Beam Members and Ardour, Jacobson, Fonfeder and Zucker, the "Share Recipients") on the other handand The Law Office of Samuel A. Tversky P.C. ("Tversky") and The Bernstein Law Firm ("Bernstein" each of Tversky and Bernstei

Sixth Amendment to Loan and Security Agreement (March 25th, 2013)

This Sixth Amendment to Loan and Security Agreement (this "Amendment") is entered into as of March 22, 2013, by and among OXFORD FINANCE LLC ("Oxford"), in its capacity as collateral agent on behalf of the Lenders (the "Collateral Agent"); the Lenders party to the Loan Agreement (defined below) from time to time, including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"); LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation, whose address is 11119 N. Torrey Pines Road, Suite 200, La Jolla, CA 92037, and the additional Persons signing this Amendment as Borrowers (individually, a "Borrower", and collectively, the "Borrowers").

Entest Biomedical, Inc. – Settlement Agreement and Mutual General Release (March 12th, 2013)

THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") is made this 1st day of March, 2013 ("Effective Date"), by and among 18 KT.TV, LLC, a Pennsylvania limited liability company ("18 KT"), CRAIG FISCHER, Managing Member of 18 KT ("FISCHER"), and ENTEST BIOMEDICAL, INC., a Nevada corporation ("ENTEST") (collectively, 18 KT, FISCHER and ENTEST shall sometimes be referred to herein as the "Parties" or sometimes individually as a "Party").

Bio-Matrix Scientific Group – Settlement Agreement and Mutual General Release (March 12th, 2013)

THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") is made this 1st day of March, 2013 ("Effective Date"), by and among 18 KT.TV, LLC, a Pennsylvania limited liability company ("18 KT"), CRAIG FISCHER, Managing Member of 18 KT ("FISCHER"), and BIO-MATRIX SCIENTIFIC GROUP, INC., a Delaware corporation ("BIO-MATRIX") (collectively, 18 KT, FISCHER and BIO-MATRIX shall sometimes be referred to herein as the "Parties" or sometimes individually as a "Party").

Barnes & Noble – March 7, 2013 (March 8th, 2013)
ForgeHouse – Convertible Promissory Note (March 8th, 2013)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Artemis Acquisition Corp. – Agreement and Plan of Merger (March 7th, 2013)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") made this 22nd day of February, 2012, is entered into by and among Artemis Acquisition Corp, a Delaware corporation ("Artemis"), Travel Center Partners, Inc. a South Carolina corporation and wholly-owned subsidiary of Artemis ("Travel Center Partners"), Sharewell Capital Group, Inc., a Nevada corporation ("Sharewell") and Energy Partners SC, Inc. ("Mergerco"), a South Carolina corporation and wholly-owned subsidiary of Sharewell. Artemis, Travel Center Partners, Sharewell and Mergerco are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

Game Plan Holdings, Inc. – Intellectual Property Purchase Agreement (February 13th, 2013)

THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT ("Agreement"), dated as of February 7, 2013, is by and between Game Plan Holdings, Inc., a Nevada corporation ("Buyer");and Sportingblood Nutrition, LLC, a Delaware limited liability company ("Seller"). Buyer and Seller may collectively be referred to herein as the "Parties."

Pedevco Corp. – Via Electronic Mail and Registered U.S. Mail, Return Receipt Requested (February 12th, 2013)

This letter memorializes the agreement by and between Condor Energy Technology LLC ("Condor") and Berexco LLC and the Internal Partners (collectively referred to herein as "Seller") that Condor and Seller have mutually agreed to terminate that certain Agreement for Purchase of Term Assignment dated effective November 30, 2012, by and between Condor and Seller (the "AFPOTA") pursuant to Section 24.A of the AFPOTA, without fault of either party and with no liquidated damages due or owing by either party to the other. This letter and the agreements contained herein shall supersede that certain letter from Condor to Seller dated February 6, 2013, regarding termination of the AFPOTA, and Condor hereby withdraws, rescinds, and repudiates said letter. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the AFPOTA.

Legal Life Plans, Inc. – Private Placement Memorandum (February 11th, 2013)

This updated Private Placement Memorandum (this "Memorandum") relates to the private offering (the "Offering") of shares ("Shares") of Common Stock of LEGAL LIFE PLANS, INC. ("Legal Life Plans" or the "Company"), a Delaware corporation.

Antriabio Inc – ASSET PURCHASE AGREEMENT by and Between ANTRIABIO, INC. And PR PHARMACEUTICALS, INC. Dated as of October 5, 2012 (February 6th, 2013)
Petron Energy II, Inc. – Plan of Reorganization and Asset Purchase Agreement (February 6th, 2013)

THIS PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT (the "Agreement") is made as and effective as of the 9th day of February, 2012, except as otherwise specifically provided below in connection with the Asset Right and Liability Transfer (the "Effective Date"), by and between Petron Energy II, Inc., (formerly Restaurant Concepts of America Inc.), a Nevada corporation (the "Buyer") and ONE Energy International Corp., a Nevada corporation ("OEI"), ONE Energy Capital Corp., a Nevada corporation ("OEC"), OEI V1 Corp., a Texas corporation ("OEI V1"), OEC Asset No. 5 Corp., a Texas corporation ("OEC No. 5"), OEC Asset 1 Corp., a Texas corporation ("OEC 1"), ONE Blocker Corp., a Texas corporation ("ONE Blocker"), (collectively, OEI, OEC, OEI V1, OEC No. 5, OEC 1, and ONE Blocker, "Sellers"). The Buyer and the Sellers are sometimes referred to collectively herein as the "Parties" and individually as a "Party."

Eighth Amendment to Third Amended and Restated Credit Agreement (January 31st, 2013)

This EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated effective as of December 31, 2012, is by and among COVENANT TRANSPORT, INC., a Tennessee corporation ("CTI"), CTG LEASING COMPANY, a Nevada corporation ("CTGL"), SOUTHERN REFRIGERATED TRANSPORT, INC., an Arkansas corporation ("SRT"), COVENANT ASSET MANAGEMENT, INC., a Nevada corporation ("CAM"), COVENANT TRANSPORT SOLUTIONS, INC., a Nevada corporation ("CTS"), and STAR TRANSPORTATION, INC., a Tennessee corporation ("ST", and together with CTI, CTGL, SRT, CAM, and CTS, individually a "Borrower" and collectively, "Borrowers"), COVENANT TRANSPORTATION GROUP, INC., a Nevada corporation and the owner (directly or indirectly) of all of the issued and outstanding capital stock of Borrowers ("Parent"), the Lenders (defined below) party to this Amendment, and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (in such capacity, "Agent"). Capitalized terms used but not otherwi

Atlas Resource Partners L.P. C – ATLAS ENERGY HOLDINGS OPERATING COMPANY, LLC, ATLAS RESOURCE FINANCE CORPORATION, as Issuers, ATLAS RESOURCE PARTNERS, L.P., and THE SUBSIDIARIES NAMED HEREIN, as Guarantors, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 7.750% Senior Notes Due 2021 INDENTURE Dated as of January 23, 2013 (January 25th, 2013)

INDENTURE dated as of January 23, 2013 (the Indenture) is among Atlas Energy Holdings Operating Company, LLC, a Delaware limited liability company (the Company), Atlas Resource Finance Corporation, a Delaware corporation (Finance Co and, collectively with the Company, the Issuers), Atlas Resource Partners, L.P. (ARP), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and U.S. Bank National Association, a national banking association, as trustee (the Trustee).

Fuse Science Inc – Separation Agreement (December 31st, 2012)

This Separation Agreement (the "Agreement") is entered into effective this 28th day of December, 2012 (the "Effective Date") by and between Fuse Science, Inc., a Nevada corporation ("Fuse Science") and Aitan Zacharin ("Zacharin"). Fuse Science and Zacharin are sometimes referred to herein collectively, as the "Parties," and individually, as a "Party."

Global Wataire – Global Earth Energy, Inc. Securities Purchase Agreement (December 27th, 2012)

SECURITIES PURCHASE AGREEMENT (the Agreement) dated as of December 24, 2012, by and among GLOBAL EARTH ENERGY, INC., a Nevada corporation (the Company) and SOLAR POWER UTILITY HOLDINGS LIMITED, a British Virgin Islands corporation (the Buyer).

CREDIT AGREEMENT Dated as of November 20, 2012 Among KAMAN CORPORATION RWG Frankenjura-Industrie FlugwerKlager GmbH, KAMAN COMPOSITES - UK HOLDINGS LIMITED and the Other Subsidiary Borrowers Party Hereto the Lenders Party Hereto JPMORGAN CHASE BANK, N.A. As Administrative Agent BANK OF AMERICA, N.A. And RBS CITIZENS, N.A. As Co-Syndication Agents and SUNTRUST BANK, KEYBANK NATIONAL ASSOCIATION, TD BANK, N.A., BRANCH BANKING & TRUST COMPANY and FIFTH THIRD BANK as Co-Documentation Agents J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and RBS CITIZENS, N.A. As Joi (November 21st, 2012)

CREDIT AGREEMENT (this "Agreement") dated as of November 20, 2012 among KAMAN CORPORATION, RWG Frankenjura-Industrie FlugwerKlager GmbH, KAMAN COMPOSITES - UK HOLDINGS LIMITED and the other SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and RBS CITIZENS, N.A., as Co-Syndication Agents, and SUNTRUST BANK, KEYBANK NATIONAL ASSOCIATION, TD BANK, N.A., BRANCH BANKING & TRUST COMPANY and FIFTH THIRD BANK, as Co-Documentation Agents.

TERM LOAN AGREEMENT Dated as of October 25, 2012, Among OFFSHORE GROUP INVESTMENT LIMITED and VANTAGE DELAWARE HOLDINGS, LLC, as Borrowers, VANTAGE DRILLING COMPANY AND CERTAIN SUBSIDIARIES THEREOF PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO CITIBANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., JEFFERIES FINANCE LLC, RBC CAPITAL MARKETS, LLC, and DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Joint Bookrunning Managers, JEFFERIES FINANCE LLC, as Syndication Agent, and RBC CAPITAL MARKETS, LLC, (October 29th, 2012)

TERM LOAN AGREEMENT (this Agreement), dated as of October 25, 2012, among VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (the Parent), OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (the Company), VANTAGE DELAWARE HOLDINGS, LLC, a Delaware limited liability company (US Borrower and, together with the Company, the Borrowers), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) from time to time party hereto and CITIBANK, N.A., as administrative agent for the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders.

Carey Watermark Investors Inc – Limited Liability Company Operating Agreement of Cwi-Am Atlanta Perimeter Hotel, Llc (October 10th, 2012)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CWI-AM ATLANTA PERIMETER HOTEL, LLC (this Agreement) is made and entered into as of October 3, 2012 (the Effective Date), by and between CWI ATLANTA PERIMETER HOTEL, LLC, a Delaware limited liability company (CWI), and ARDEN-MARCUS PERIMETER LLC, a Delaware limited liability company (AM). CWI and AM are sometimes referred to collectively in this Agreement as the Members and individually as a Member.

Phh Corp – Credit Agreement Dated as of September 25, 2012 (October 1st, 2012)
China Xibolun Technology Holdings Corp – Share Purchase Agreement (September 25th, 2012)

This Share Purchase Agreement ("Agreement") is made by and among the natural persons identified as Sellers on the signature pages hereof (collectively, Seller), and the natural persons and entities identified as Buyers on the signature pages hereof (collectively, "Buyer"), and Dimus Partners, Inc. ("DIMU"), a Nevada Corporation, (collectively, Parties).

Marriot Vacations Worldwide Cor – Amended and Restated Sale Agreement (September 13th, 2012)

This AMENDED AND RESTATED SALE AGREEMENT (this Agreement), dated as of September 1, 2012, is by and among MORI SPC Series Corp., a Delaware special purpose corporation (the Seller), and Marriott Vacations Worldwide Owner Trust 2011-1, a Delaware statutory trust (the Issuer), and their respective permitted successors and assigns.

World Waste Technologies – CREDIT AGREEMENT Between VERTEX ENERGY, INC., as Borrower and BANK OF AMERICA, N.A., Lender as of August 31, 2012 (September 12th, 2012)

THIS CREDIT AGREEMENT is entered into as of August 31, 2012, between VERTEX ENERGY, INC., a Nevada corporation ("Borrower"), and BANK OF AMERICA, N.A. ("Lender").

Lucas Energy – Lucas Energy, Inc. 3555 Timmons Lane Suite 1550 Houston, Texas 77027 Gentlemen: (September 11th, 2012)

The undersigned (the "Investor") hereby confirms its agreement with Lucas Energy, Inc., a Nevada corporation (the "Company") as follows:

Universal Truckload Services, Inc. Revolving Credit and Term Loan Agreement Dated as of August 28, 2012 Comerica Bank as Administrative Agent and Lead Arranger (August 31st, 2012)

This Revolving Credit and Term Loan Agreement (Agreement) is made as of the 28th day of August, 2012, by and among the financial institutions from time to time signatory hereto (individually a Lender, and any and all such financial institutions collectively the Lenders), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the Agent), Arranger, Syndication Agent and Documentation Agent, and Universal Truckload Services, Inc. (Borrower).

Severance Agreement (August 31st, 2012)

THIS SEVERANCE AGREEMENT (this Agreement) is entered into on August 31, 2012, between MYERS INDUSTRIES, INC., an Ohio corporation (the Company), and DAVID B. KNOWLES (the Executive).

Note Purchase and Security Agreement (August 16th, 2012)

THIS NOTE PURCHASE AND SECURITY AGREEMENT is entered as of August 13, 2012, by and among GBS ENTERPRISES INCORPORATED, a Nevada corporation (the "Company""), and the JOHN A. MOORE, JR. and ANNEDENISE M. MOORE, as Tenants by the Entirety ("TBE") and having a principal residence at _____________________________ (collectively, the "Lender").

Jammin Java Corp. – Credit Agreement (August 2nd, 2012)

This CREDIT AGREEMENT (this "Agreement"), dated as of June 29, 2012 (the "Effective Date"), is executed by and between JAMMIN JAVA CORP., a Nevada corporation (sometimes hereinafter referred to as the "Borrower"), and TCA GLOBAL CREDIT MASTER FUND, LP ("Lender").

Art's-Way Manufacturing Co., Inc. – Asset Purchase Agreement (July 16th, 2012)

(The foregoing Equipment, Intangibles, Inventories, Real Property, and Miscellaneous Assets being hereinafter sometimes referred to as the "Purchased Assets").

Eco-Tek Group, Inc. – Share Exchange Agreement (July 6th, 2012)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this 25th day of June 2012, by and among Sandalwood Venutures, Ltd., a Nevada corporation , having an address at Riverside House, Riverside Drive, Aberdeen, United Kingdom AB11 7LH (the "Company") and Eco-Tek Group Inc., an Ontario, corporation, having an address at 15-65 Woodstream Blvd, Woodbridge, Ontario, Canada L4L 7X6 ("Eco-Tek"), and the persons executing this Agreement listed on the signature page hereto under the heading "Eco-Tek Shareholders" (referred to as the "Eco-Tek Shareholders"), each a "Party" and collectively the "Parties," upon the following premises:

SmartStop Self Storage, Inc. – Purchase and Sale Agreement (June 25th, 2012)

THIS PURCHASE AND SALE AGREEMENT (this Agreement) is executed by and between those various entities listed on Schedule D attached hereto and made a part hereof by reference (collectively the Seller), and SSTI Acquisitions, LLC, a Delaware limited liability company (Purchaser).

Santa Fe Gold Corp – Common Stock Purchase Agreement Dated as of June 20, 2012 by and Between Santa Fe Gold Corporation and Glengrove Small Cap Value, Ltd. (June 21st, 2012)

Section 4.15 Certain Fees 16 Section 4.16 Operation of Business 17 Section 4.17 Environmental Compliance 18 Section 4.18 Material Agreements 18 Section 4.19 Transactions With Affiliates 19 Section 4.20 Securities Act 19 Section 4.21 Employees 21 Section 4.22 Use of Proceeds 21 Section 4.23 Investment Company Act Status 21 Section 4.24 ERISA 21 Section 4.25 Taxes 22 Section 4.26 Insurance 22 Section 4.27 U.S. Real Property Holding Corporation 22 Section 4.28 Listing and Maintenance Requirements 22 Section 4.29 Foreign Corrupt Practices Act 22