Ohio Sample Contracts

Starwood Real Estate Income Trust, Inc. – HOTEL PURCHASE AND SALE AGREEMENT by and Between THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, Each a Seller, and Collectively, as Sellers and SCG GLOBAL HOLDINGS, L.L.C., a Delaware Limited Liability Company, as Buyer Effective Date: July 31, 2018 (January 16th, 2019)
FIRST TRANSACTION AGREEMENT by and Among HOSPITALITY PROPERTIES TRUST, HPT TA PROPERTIES TRUST, HPT TA PROPERTIES LLC, HPT PSC PROPERTIES TRUST, HPT PSC PROPERTIES LLC, TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC JANUARY 16, 2019 (January 16th, 2019)

THIS FIRST TRANSACTION AGREEMENT is made as of January 16, 2019, by and among HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (HPT), HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (HPT-TA Trust Landlord), HPT TA PROPERTIES LLC, a Maryland limited liability company (HPT-TA LLC Landlord and together with HPT-TA Trust Landlord, HPT-TA Landlord), HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust (HPT-PSC Trust Landlord), HPT PSC PROPERTIES LLC, a Maryland limited liability company (HPT-PSC LLC Landlord and together with HPT-PSC Trust Landlord, HPT-PSC Landlord), TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (TA LLC), TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, a Delaware limited liability company (TA Holding), and TA OPERATING LLC, a Delaware limited liability company (TA Tenant).

Asset Purchase Agreement (January 15th, 2019)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into and effective as of January 11, 2019, by and among GlyEco, Inc., a Nevada corporation ("GlyEco"), GlyEco Acquisition Corp #1, an Arizona corporation ("Acquisition Corp #1"), GlyEco Acquisition Corp #2, an Arizona corporation ("Acquisition Corp #2"), GlyEco Acquisition Corp #3, an Arizona corporation ("Acquisition Corp #3"), GlyEco Acquisition Corp #5, an Arizona corporation ("Acquisition Corp #5"), GlyEco Acquisition Corp #6, an Arizona corporation ("Acquisition Corp #6"), GlyEco Acquisition Corp #7, an Arizona corporation ("Acquisition Corp #7", and collectively with GlyEco, Acquisition Corp #1, Acquisition Corp #2, Acquisition Corp #3, Acquisition Corp #5 and Acquisition Corp #6, referred to herein as "Seller"), and Heritage-Crystal Clean, LLC, an Indiana limited liability company ("Purchaser").

Dyadic International, Inc. – Service Framework Agreement (January 14th, 2019)

This SERVICE FRAMEWORK AGREEMENT (this "Agreement"), signed as of June 30, 2017, is entered into by and between DYADIC INTERNATIONAL, INC., a Delaware corporation with headquarters located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094 USA and U.S. tax identification number 45-04867472 ("Dyadic"), and BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY IN PHARMACEUTICALS, S.L.U., a company incorporated under the laws of Spain having its registered office at Louist Proust 13, 4 7151 Boecillo (Valladolid), Spain, and identification code -CIF number- B-86206695 ("BDI Pharmaceuticals"). Dyadic and BDI Pharmaceuticals are sometimes collectively referred to as the "Parties" and individually as a "Party." Certain capitalized terms used herein have the meanings assigned them in Article 1 hereof.

Share Purchase Agreement by and Among (January 14th, 2019)

This SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of January 10, 2019 (the "Effective Date"), is entered into by and among Jose B. Sardinas, Jr., as Trustee of the Revocable Trust Agreement of Jose B. Sardinas, Jr., dated May 19, 2015, and individually (collectively as Trustee and individually, "Sardinas"), Mario Catalano, as Trustee of the Revocable Trust Agreement of Mario Catalano, dated November 20, 2014, and individually (collectively as Trustee and individually, "Catalano"), Carolyn M. Jang Yeazel, an individual ("Yeazel"), Octavio Emilio Silva, an individual, and Michael A. Barcey, an individual (each a "Seller" and, collectively, the "Sellers"), VSE Aviation, Inc., a Delaware corporation ("Buyer") wholly owned by VSE Corporation, a Delaware corporation ("Buyer's Parent"), Buyer's Parent solely for the purposes of Sections 6.16, 6.18 and 9.09 and Article 11, and Catalano as Sellers' Representative. Sellers, Buyer, Buyer's Parent and Sellers' Representative are sometime

CREDIT AGREEMENT DATED AS OF JANUARY 11, 2019 AMONG THE ANDERSONS, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A., BMO HARRIS BANK N.A., BANK OF THE WEST, FIFTH THIRD BANK, and ABN AMRO CAPITAL USA LLC, AS CO-SYNDICATION AGENTS BRANCH BANKING AND TRUST COMPANY and CITIBANK, N.A., AS CO-DOCUMENTATION AGENTS (January 14th, 2019)

This Credit Agreement (the "Agreement"), dated as of January 11, 2019, is among THE ANDERSONS, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

Contract (January 14th, 2019)
Contract (January 14th, 2019)
Dyadic International, Inc. – Contract (January 14th, 2019)
Contract (January 14th, 2019)
$400,000,000 4.07% Senior Notes, Series A, Due March 13, 2026 (January 11th, 2019)

Paychex of New York LLC, a Delaware limited liability company (the "Company"), and Paychex, Inc., a Delaware corporation (the "Parent" and collectively with the Company, the "Obligors"), jointly and severally, agree with each of the Purchasers as follows:

Alpine 4 Automotive Technologies Ltd. – STOCK PURCHASE AGREEMENT Among Alpine 4 Technologies, Ltd. And and and Shareholders of Morris Sheet Metal Corp. Dated as of 1/10/2019 (January 11th, 2019)

This Stock Purchase Agreement (this "Agreement") is entered into as of January 07 2019 (the "Effective Date") by and among Alpine 4 Technologies, Ltd., a Delaware corporation (the "Buyer"), Morris Sheet Metal Corp., an Indiana corporation ("MSM"), JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation ("JTD Spiral"), Morris Enterprises LLC, an Indiana limited liability company ("Morris Enterprises") and Morris Transportation LLC, an Indiana limited liability company ("Morris Transportation" and, with MSM, JTD Spiral, and Morris Enterprises, each a "Company" and, collectively, the "Companies"), and James Morris, Daniel Morris and Timothy Morris (each a "Seller," and collectively, the "Sellers"). The Buyer, the Sellers, and the Companies may each be referred to herein as a "Party" and collectively as the "Parties."

AMENDMENT NO. 9 Dated as of November 30, 2018 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000 (January 9th, 2019)

This AMENDMENT NO. 9 (this "Amendment"), dated as of November 30, 2018, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS REMAINING ORIGINATORS (each, a "Remaining Originator"; and collectively, the "Remaining Originators"), WORTHINGTON TORCH, LLC, an Ohio limited liability company (the "Released Originator"), and WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the "Company").

Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan Restricted Stock Award Agreement 50,000 Shares (January 9th, 2019)

This Restricted Stock Award Agreement (this "Agreement") is made effective as of September 26, 2018 (the "Grant Date") by and between Worthington Industries, Inc. (the "Company") and Geoffrey G. Gilmore (the "Participant").

Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan Restricted Stock Award Agreement 175,000 Shares (January 9th, 2019)

This Restricted Stock Award Agreement (this "Agreement") is made effective as of September 26, 2018 (the "Grant Date'') by and between Worthington Industries, Inc. (the "Company") and B. Andrew Rose (the "Participant").

Cincinnati Gas & Electric – FORTY-SIXTH SUPPLEMENTAL INDENTURE DATED AS OF January 8, 2019 TO FIRST MORTGAGE DATED AS OF AUGUST 1, 1936 (January 8th, 2019)

FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of January 8, 2019, between DUKE ENERGY OHIO, INC. (hereinafter sometimes referred to as the Company), a corporation organized and existing under the laws of the State of Ohio, formerly named The Cincinnati Gas & Electric Company, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, and the successor trustee to The Bank of New York Mellon and Irving Trust Company (hereinafter sometimes referred to as the Trustee), whose mailing address is 10161 Centurion Parkway N, Jacksonville, Florida 32256.

HS Spinco, Inc. – Employment Agreement (January 8th, 2019)
Rocky Brands – Employment Agreement (January 7th, 2019)

This Agreement is made effective as of the 1st day of January, 2019 by and between DAVID DIXON and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

SolarEdge Technologies Inc – Contract (January 7th, 2019)
Rocky Brands – Employment Agreement (January 7th, 2019)

This Agreement is made effective as of the 1st day of January, 2019 by and between RICHARD SIMMS and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

Rocky Brands – Employment Agreement (January 7th, 2019)

This Agreement is made effective as of the 1st day of January, 2019 by and between THOMAS ROBERTSON and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

Rocky Brands – Employment Agreement (January 7th, 2019)

This Agreement is made effective as of the 1st day of January, 2019 by and between BYRON WORTHAM and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

Starwood Property Trust – First Amendment to Third Amended and Restated Credit Agreement (January 7th, 2019)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 28, 2018 among STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C., a Delaware limited liability company ("Starwood Property Mortgage Sub-10"), STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C., a Delaware limited liability company ("Starwood Property Mortgage Sub-10-A"; and together with Starwood Property Mortgage Sub-10, each a "Borrower" and collectively, the "Borrowers"), STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the "Parent"), CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent.

Rocky Brands – Employment Agreement (January 7th, 2019)

This Agreement is made effective as of the 1st day of January, 2019 by and between JASON BROOKS and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

First Defiance Financial Corp. – Restricted Stock Award Agreement FIRST DEFIANCE FINANCIAL CORP. 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (January 4th, 2019)

First Defiance Financial Corp. (the "Company") hereby grants the undersigned Participant an Award consisting of Shares of Restricted Stock in the Company, subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the "Plan") and this Restricted Stock Award Agreement (this "Award Agreement").

Benchmark 2018-B7 Mortgage Trust – Contract (January 4th, 2019)
Hickok Inc Cl A – Amendment No. 4 to Warrant Agreement (January 4th, 2019)

THIS AMENDMENT NO. 4 TO WARRANT AGREEMENT (this "Amendment"), dated as of December 28, 2018, is made by and between Hickok Incorporated, an Ohio corporation ("Hickok"), and Roundball, LLC, an Ohio limited liability company ("Roundball," and together with Hickok, the "Parties"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement (as defined below).

Hickok Inc Cl A – Contract (January 4th, 2019)
Benchmark 2018-B7 Mortgage Trust – Contract (January 4th, 2019)
Atricure – First Amendment to Loan and Security Agreement (January 3rd, 2019)
Adma Biologics, Inc. – Fifth Amendment to Plasma Purchase Agreement (January 2nd, 2019)

This Fifth Amendment to the Plasma Purchase Agreement (this "Amendment #5") by and between Grifols Worldwide Operations Limited, a corporation having a place of business at Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland ("Grifols"), as the successor-in-interest to Biotest Pharmaceuticals Corporation, and ADMA Biologics, Inc., a Delaware corporation having a place of business at 465 Route 17 South, Ramsey, New Jersey 07446 ("ADMA"), is effective as of January 1, 2019 (the "Effective Date").

Workhorse Group Inc. – Guarantee (January 2nd, 2019)

This Guarantee, dated as of December 31, 2018 (as amended, supplemented or otherwise modified from time to time, this "Guarantee"), is made by Workhorse Technologies Inc., an Ohio corporation, Workhorse Properties Inc., an Ohio corporation, Workhorse Motor Works Inc, an Indiana corporation, and Surefly, Inc., a Delaware corporation (together with any additional Persons named pursuant to Section 5.5, each a "Guarantor" and collectively the "Guarantors"), in favor of the Secured Parties (as defined below).

Workhorse Group Inc. – Pledge Agreement (January 2nd, 2019)

THIS PLEDGE AGREEMENT is made as of December 31, 2018 (the "Agreement"), among Workhorse Group Inc., a Nevada corporation, Workhorse Technologies Inc., an Ohio corporation, Workhorse Properties Inc., an Ohio corporation, Workhorse Motor Works Inc., an Indiana corporation, and Surefly, Inc., a Delaware corporation (each a "Pledgor" and, collectively, the "Pledgors") and Wilmington Trust National Association, in its capacity as agent (the "Agent") for the Lenders (as defined below) (in such capacity, together with its successors and assigns, the "Pledgee").

Jernigan Capital, Inc. – First Amended and Restated Unconditional Guaranty of Payment and Performance (January 2nd, 2019)

FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned JERNIGAN CAPITAL, INC., a Maryland corporation ("REIT"), and the Additional Guarantors which are a party hereto or may hereafter become a party hereto, if any (hereinafter referred to individually as a "Subsidiary Guarantor" and collectively, as "Subsidiary Guarantors"; REIT, and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a "Guarantor" and collectively as "Guarantors"), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as "Lender", which term shall also include each other Lender which may now be or hereafter become a party to the "Credit Agreement" (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement and shall als

Workhorse Group Inc. – Security Agreement (January 2nd, 2019)

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of December 31, 2018 among Workhorse Group Inc., a Nevada corporation, Workhorse Technologies Inc., an Ohio corporation, Workhorse Properties Inc., an Ohio corporation, Workhorse Motor Works Inc, an Indiana corporation, and Surefly, Inc., a Delaware corporation (each a "Grantor" and, collectively, the "Grantors") and Wilmington Trust, National Association, in its capacity as agent for the benefit of the Lenders (together with its successors and assigns in such capacity, the "Secured Party").