Seyfarth Shaw Sample Contracts

Tapimmune Inc – Board Observer and Director Nomination Agreement (October 17th, 2018)

THIS BOARD OBSERVER AND DIRECTOR NOMINATION AGREEMENT (this "Agreement") is made as of October 17, 2018 (the "Effective Date"), between MARKER THERAPEUTICS, INC., a Delaware corporation formerly known as TapImmune Inc., a Nevada corporation (the "Company"), and NEW ENTERPRISE ASSOCIATES, INC. (the "Shareholder"). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.

Medalist Diversified REIT, Inc. – LOAN AGREEMENT Dated as of November 3, 2017 Between PMI GREENSBORO, LLC and MDR GREENSBORO, LLC, as Borrower and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Lender (October 5th, 2018)

ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 7 Section 1.1 Definitions 7 Section 1.2 Principles of Construction 33 ARTICLE 2 GENERAL TERMS 33 Section 2.1 No Loan Commitment 33 Section 2.2 The Loan 33 Section 2.3 Disbursement to Borrower 33 Section 2.4 The Note and the other Loan Documents 33 Section 2.5 Interest Rate 34 Section 2.6 Loan Payments 38 Section 2.7 Prepayments 40 Section 2.8 Interest Rate Cap Agreement 42 Section 2.9 Assignment of Security Instrument 44 Section 2.10 Payment of Exit Fee 44 Section 2.11 Extension of the Maturity Date

Quanterix Corp – LEASE AGREEMENT BETWEEN SSI 900 MIDDLESEX MA LP, as Landlord AND QUANTERIX CORPORATION, as Tenant WITH RESPECT TO 900 MIDDLESEX TURNPIKE, BUILDING 1 BILLERICA, MASSACHUSETTS October 2, 2018 (October 5th, 2018)
Medalist Diversified REIT, Inc. – PMI GREENSBORO, LLC AND MDR GREENSBORO, LLC, as Grantor (Borrower) to BRIAN CARR, as Trustee (Trustee) for the Benefit of BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Beneficiary (Lender) DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND FIXTURE FILING (October 5th, 2018)

THIS SECURITY INSTRUMENT SECURES PRESENT AND FUTURE ADVANCES AND READVANCES. THIS SECURITY INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL ESTATE RECORDS.

Medalist Diversified REIT, Inc. – Tenants in Common Agreement (October 5th, 2018)

This Tenants in Common Agreement ("Agreement") is made and effective as of ___________, __, 2017, by and among PMI Greensboro, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 ("PMI Greensboro"), and MDR Greensboro, LLC, a Delaware limited liability company, with an address at 11 S. 12th Street, Suite 401, Richmond, VA 23219 ("Medalist") (PMI Greensboro and Medalist are each sometimes referred to as a "Tenant in Common" or collectively as the "Tenants in Common"), with reference to the facts set forth below.

Devry Education Group Inc. Executive Employment Agreement (August 24th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 30, 2017 (the "Effective Date"), by and between DeVry Education Group Inc. ("DeVry Group"), and Gena Ashe (the "Executive"). DeVry Group and the Executive are sometimes hereinafter referred to individually as a "Party" and together as "Parties."

Adtalem Global Education Inc. Executive Employment Agreement (August 24th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of 9-5-17 (the "Effective Date"), by and between Adtalem Global Education Inc. ("Adtalem"), and Mehul Patel (the "Executive"). Adtalem and the Executive are sometimes hereinafter referred to individually as a "Party" and together as "Parties."

Devry Inc. Executive Employment Agreement (August 24th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of October 12, 2009 (the "Effective Date"), by and between DeVry Inc. ("DeVry"), and Donna N. Jennings-Howell (the "Executive"). DeVry and the Executive are sometimes hereinafter referred to individually as a "Party" and together as "Parties."

Dividend Capital Diversified Property Fund Inc. – Facilitation Fee Agreement (August 17th, 2018)

THIS FACILITATION FEE AGREEMENT (this Agreement) is to be effective for all purposes as of August 13, 2018, by and between Black Creek Exchange LLC, a Delaware limited liability company (BCX Sponsor) and Black Creek Diversified Property Advisors LLC, a Delaware limited liability company (DPF Advisor).

Rodin Global Access Property Trust, Inc. – LOAN AGREEMENT Dated as of July 31, 2018 Between 3075 LOYALTY CIRCLE OWNER, LLC, as Borrower and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Lender (August 1st, 2018)
Medalist Diversified REIT, Inc. – LOAN AGREEMENT Dated as of November 3, 2017 Between PMI GREENSBORO, LLC and MDR GREENSBORO, LLC, as Borrower and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Lender (August 1st, 2018)

ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 7 Section 1.1 Definitions 7 Section 1.2 Principles of Construction 33 ARTICLE 2 GENERAL TERMS 33 Section 2.1 No Loan Commitment 33 Section 2.2 The Loan 33 Section 2.3 Disbursement to Borrower 33 Section 2.4 The Note and the other Loan Documents 33 Section 2.5 Interest Rate 34 Section 2.6 Loan Payments 38 Section 2.7 Prepayments 40 Section 2.8 Interest Rate Cap Agreement 42 Section 2.9 Assignment of Security Instrument 44 Section 2.10 Payment of Exit Fee 44 Section 2.11 Extension of the Maturity Date

Medalist Diversified REIT, Inc. – Tenants in Common Agreement (August 1st, 2018)

This Tenants in Common Agreement ("Agreement") is made and effective as of ___________, __, 2017, by and among PMI Greensboro, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 ("PMI Greensboro"), and MDR Greensboro, LLC, a Delaware limited liability company, with an address at 11 S. 12th Street, Suite 401, Richmond, VA 23219 ("Medalist") (PMI Greensboro and Medalist are each sometimes referred to as a "Tenant in Common" or collectively as the "Tenants in Common"), with reference to the facts set forth below.

Medalist Diversified REIT, Inc. – PMI GREENSBORO, LLC AND MDR GREENSBORO, LLC, as Grantor (Borrower) to BRIAN CARR, as Trustee (Trustee) for the Benefit of BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Beneficiary (Lender) DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND FIXTURE FILING (August 1st, 2018)

THIS SECURITY INSTRUMENT SECURES PRESENT AND FUTURE ADVANCES AND READVANCES. THIS SECURITY INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL ESTATE RECORDS.

Tapimmune Inc – Securities Purchase Agreement (June 8th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of June [*], 2018, between TapImmune Inc., a Nevada corporation (the "Company"), and the purchaser identified on the signature pages hereto (the "Purchaser").

Tapimmune Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among TapImmune INC., a Nevada Corporation; TIMBERWOLF MERGER SUB, INC., and MARKER THERAPEUTICS, INC. Dated as of May 15, 2018 (May 15th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of May 15, 2018, by and among TAPIMMUNE INC., a Nevada corporation ("TapImmune"), TIMBERWOLF MERGER SUB, INC., a Delaware corporation ("Merger Sub"), and MARKER THERAPEUTICS, INC., a Delaware corporation ("Marker"). TapImmune, Merger Sub and Marker may each be referred to herein individually as a "Party" and collectively as the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A.

Amendment No. 2 (Tranche B-2 Term Loans) (April 9th, 2018)

TERM CREDIT AGREEMENT dated as of June 18, 2014, among THE MENS WEARHOUSE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Strategic Student & Senior Housing Trust, Inc. – Contract (March 29th, 2018)
Workspace Property Trust – Supplemental Registration Rights Agreement (December 22nd, 2017)

SUPPLEMENTAL REGISTRATION RIGHTS AGREEMENT, dated as of November , 2017 (this Agreement), by and between Workspace Property Trust, a Maryland real estate investment trust (the Company), and Safanad Suburban Office Partnership, LP, a Delaware limited partnership (Safanad and together with the Company, the Parties and each individually a Party).

This AMENDMENT NO. 2, Dated as of October 25, 2017 (Including Annex a Attached Hereto, This "Amendment"), Among TAILORED BRANDS, INC., a Texas Corporation ("Parent"), THE MEN'S WEARHOUSE, INC., a Texas Corporation (The "Company" or the "Lead Borrower"), Each of the Other U.S. Subsidiary Borrowers Party Hereto (Together With Parent and the Company, the "U.S. Borrowers"), MOORES THE SUIT PEOPLE INC., a Corporation Organized Under the Laws of New Brunswick (The "Canadian Borrower" and Together With the U.S. Borrowers, the "Borrowers"), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMOR (December 7th, 2017)

CREDIT AGREEMENT, dated as of June 18, 2014, among TAILORED BRANDS, INC., a Texas corporation, THE MEN'S WEARHOUSE, INC., a Texas corporation (the "Company"), each of the other U.S. Subsidiary Borrowers from time to time party hereto, MOORES THE SUIT PEOPLE INC., a corporation organized under the laws of New Brunswick (the "Canadian Borrower" and, together with the U.S. Borrowers, the "Borrowers"), the Canadian Guarantors from time to time party hereto, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Canadian Administrative Agent, as amended by the Joinder Agreement dated as of June 18, 2014, Amendment No. 1 (as defined below), the Joinder Agreement effective as of January 31, 2016, and the Joinder Agreement dated as of June 30, 2016.2016, and Amendment No.2 (as defined below).

Workspace Property Trust – Purchase and Registration Rights Agreement (November 9th, 2017)

PURCHASE AND REGISTRATION RIGHTS AGREEMENT, dated as of November [ * ], 2017 (this Agreement), by and between Workspace Property Trust, a Maryland real estate investment trust (the Company) and Safanad Suburban Office Partnership, LP (SSOP), a Delaware limited partnership, SSOP Management, LLC (SSOP Management), a Delaware limited liability company, and SSOP SLP Splitter, LLC (SSOP Splitter), a Delaware limited liability company (each of SSOP, SSOP Management and SSOP Splitter being referred to herein individually as a Safanad Entity and collectively as Safanad).

Phillips Edison Grocery Center Reit I, Inc. – LOAN AGREEMENT by and Among (November 9th, 2017)

THIS LOAN AGREEMENT (this "Loan Agreement") is made as of this 4th day of October, 2017 by and among ARDREY KELL STATION LLC, RICHMOND STATION LLC, STOCKBRIDGE STATION LLC, STOCKBRIDGE STATION OUTPARCEL LLC, HARRISON POINTE STATION LLC, WEST CREEK STATION LLC, DEERWOOD LAKE STATION LLC, NORTHRIDGE STATION LLC, GOOLSBY POINTE STATION LLC, HAMILTON VILLAGE STATION LLC, CUSHING STATION LLC, RED MAPLE STATION LLC, NORTHTOWNE STATION LLC, DEAN TAYLOR STATION LLC, SAVAGE STATION LLC, STERLING POINT STATION LLC and LAKEWOOD STATION LLC, each a Delaware limited liability company (collectively, jointly and severally, "Borrower" and individually, a "Borrower Entity"), having its principal place of business at c/o Phillips Edison & Company, 11501 Northlake Drive, Cincinnati, Ohio 45249, and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, having an address at 730 Third Avenue, New York, New York 10017 ("Lender").

Workspace Property Trust – Redemption and Restricted Share Purchase Agreement (November 1st, 2017)

THIS REDEMPTION AND RESTRICTED SHARE PURCHASE AGREEMENT (this Agreement) is dated as of October 13, 2017, by and among SM WPT PREFERRED LLC, a Delaware limited liability company (Preferred Member), SQUARE MILE PARTNERS IV-B LP, a Delaware limited partnership (Fund IV), SQUARE MILE WPT PREFERRED OWNER LLC, a Delaware limited liability company (Preferred Owner, and together with Preferred Member and Fund IV, collectively, SM Preferred), SM WPT COMMON LLC, a Delaware limited liability company (Common Member), SQUARE MILE WPT COMMON OWNER LLC, a Delaware limited liability company (Common Owner, and together with Common Member, SM Common), WORKSPACE PROPERTY TRUST, L.P., a Delaware limited partnership (WPT), and WORKSPACE PROPERTY TRUST, a Maryland real estate investment trust (the REIT). Capitalized terms used and not defined herein shall have the meanings for such terms set forth in the Amended and Restated Limited Partnership Agreement of WPT, dated as of October 3, 2016 (the Partnersh

LSC Communications, Inc. – Registration Rights Agreement (October 2nd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of July 28, 2017 by and among LSC Communications, Inc., a Delaware corporation (LSC Parent), Victor G. Warren, as Trustee for the Victor G. Warren Revocable Trust Dated July 14, 1993 (the Seller) and each of the individuals listed on the signature pages hereto (each, a Minority Seller and, together with Seller, the Holders).

Devry Education Group Inc. Executive Employment Agreement (August 24th, 2017)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of February 17, 2015 (the "Effective Date"), by and between DeVry Education Group Inc. ("DeVry Group"), and Lisa Sodeika (the "Executive"). DeVry Group and the Executive are sometimes hereinafter referred to individually as a "Party" and together as "Parties."

Whitestone REIT – AGREEMENT OF PURCHASE AND SALE Between PHASE II BOULEVARD PLACE, LP, a Texas Limited Partnership, as SELLER, and WHITESTONE REIT OPERATING PARTNERSHIP, L.P., a Delaware Limited Partnership (Subsidiary of WHITESTONE REIT), as BUYER Dated: As of March 21, 2017 1700 Post Oak Boulevard, Houston, Texas (August 4th, 2017)

This Agreement of Purchase and Sale (this "Agreement"), dated as of March 21, 2017 (the "Effective Date"), is between PHASE II BOULEVARD PLACE, L.P., a Texas limited partnership ("Seller"), and WHITESTONE REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Buyer").

Morgan Stanley Capital I Trust 2017-H1 – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of May 2, 2017 by and Among Deutsche Bank Trust Company Americas, as Trustee for the Benefit of the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-Gc22 (Current Note A-1 Holder) and Deutsche Bank Trust Company Americas, as Trustee for the Benefit of the Registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-Gc23 (Current Note A-2 Holder) and Barclays Bank Plc, a Public Company Registered in England an (June 8th, 2017)

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (this "Agreement"), dated as of May 2, 2017 by and among Deutsche Bank Trust Company Americas, as trustee for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC22 (together with its successors and assigns in interest, in its capacity as current owner of the Note A-1, the "Current Note A-1 Holder"), Deutsche Bank Trust Company Americas, as trustee for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-GC23 (together with its successors and assigns in interest, in its capacity as current owner of the Note A-2, the "Current Note A-2 Holder") and Barclays Bank Plc, a public company registered in England and Wales (together with its successors and assigns in interest, in its capacity as current owner of the Note A-3, the "Current Note A-3 Holder" and, together w

New York REIT, Inc. – Environmental Indemnity Agreement (June 1st, 2017)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made as of the 1st day of June, 2017 by NEW YORK REIT, INC., a Maryland corporation ("Indemnitor"), for the benefit of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF COMM 2013-WWP MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, c/o Wells Fargo Bank, National Association, solely in its capacity as Master Servicer pursuant to that certain Trust and Servicing Agreement, dated as of April 1, 2013 ("Indemnitee") and the other Indemnified Parties (defined below). As used herein "parties" or "Parties" means Indemnitors and Indemnitees and "party" or "Party" means any of them.

New York REIT, Inc. – Guaranty of Recourse Obligations (June 1st, 2017)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of June 1, 2017 by NEW YORK REIT, INC., a Maryland corporation ("Guarantor"), for the benefit of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF COMM 2013-WWP MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, c/o Wells Fargo Bank, National Association, solely in its capacity as Master Servicer pursuant to that certain Trust and Servicing Agreement, dated as of April 1, 2013 ("Lender").

Mack Cali Realty L P – Recourse Agreement (May 9th, 2017)

This RECOURSE AGREEMENT (this Agreement) is executed as of March 10, 2017, by MACK-CALI REALTY CORPORATION, a Maryland corporation (MCRC), MACK-CALI REALTY, L.P., a Delaware limited partnership (MCRLP) and ROSELAND RESIDENTIAL TRUST, a Maryland real estate investment trust (RRT) (each of MCRC, MCRLP and RRT, a Responsible Party and, collectively, the Responsible Parties), in favor of RPIIA-RLA, LLC, a Delaware limited liability company and RPIIA-RLB, LLC, a Delaware limited liability company (together with their respective successors and assigns, each, a Rockpoint Preferred Holder, and collectively, the Rockpoint Preferred Holders).

Mack Cali Realty L P – Shared Services Agreement (May 9th, 2017)

THIS SHARED SERVICES AGREEMENT (together with the Schedule and Exhibit attached hereto, the Agreement), dated March 10, 2017 (the Effective Date), is by and between Mack-Cali Realty, L.P., a Delaware limited partnership (MCRLP) and Roseland Residential, L.P., a Delaware limited partnership (the Partnership). MCRLP and the Partnership shall be collectively referred to herein as the Parties, and each, a Party.

Mack Cali Realty L P – Indemnity Agreement (May 9th, 2017)

THIS INDEMNITY AGREEMENT (this Indemnity Agreement) made as of the day of , 20 by and among Rockpoint Growth and Income Real Estate Fund II, L.P., a Delaware limited partnership (Indemnitor); Mack-Cali Realty Corporation, a Maryland corporation (MCRC); Mack-Cali Realty, L.P., a Delaware limited partnership (MCRLP); Mack-Cali Property Trust, a Maryland real estate investment trust (MCPT); Roseland Residential Trust, a Maryland real estate investment trust (RRT); and [Mack-Cali Purchaser] (the Purchaser, and together with MCRC, MCRLP, MCPT and RRT, the Indemnitees and each, individually, an Indemnitee). Each of the Indemnitor and the Indemnitees is referred to herein individually as a Party, and collectively, as Parties.

Mack Cali Realty L P – SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ROSELAND RESIDENTIAL, L.P. Dated as of March 10, 2017 (May 9th, 2017)
Oxygen Therapy, Inc. – May 5, 2017 (May 8th, 2017)

We have acted as counsel to Oxygen Therapy, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). Such Registration Statement relates to the registration for sale by the Company of 19,081,038 shares (the "Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock") and the registration for resale by certain stockholders of the Company of 918,962 shares of Common Stock (the "Selling Stockholder Shares, including 460,831 shares (the "Warrant Shares") issuable upon the exercise of outstanding warrants (the "Warrants").

Consent Decree (May 5th, 2017)

This action was filed on September 23, 2008 by Plaintiff United States Equal Employment Opportunity Commission ("EEOC"), an agency of the United States Government, alleging that Defendant Sterling Jewelers Inc. ("Sterling" or "Defendant") violated Title VII of the Civil Rights Act of 1964 ("Title VII") by engaging in a pattern or practice of discriminating against female retail sales employees with respect to pay and promotions (the "Litigation").

Mack Cali Realty L P – Recourse Agreement (February 28th, 2017)

This RECOURSE AGREEMENT (this Agreement) is executed as of March , 2017, by MACK-CALI REALTY CORPORATION, a Maryland corporation (MCRC), MACK-CALI REALTY, L.P., a Delaware limited partnership (MCRLP) and ROSELAND RESIDENTIAL TRUST, a Maryland real estate investment trust (RRT) (each of MCRC, MCRLP and RRT, a Responsible Party and, collectively, the Responsible Parties), in favor of RP-RLA, LLC, a Delaware limited liability company and RP-RLB, LLC, a Delaware limited liability company (together with their respective successors and assigns, each, a Rockpoint Preferred Holder, and collectively, the Rockpoint Preferred Holders).