Utah Sample Contracts

Investview Inc – ~ Shares of Investview, Inc. Common Stock ~ (January 12th, 2018)

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Forum Merger Corp – Avaya Inc. Reseller Master Terms and Conditions (January 12th, 2018)

This Reseller Agreement (Agreement) is made effective as of Jul 03 2002 (Effective Date) by and between Avaya Inc. (Avaya) a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and North American Communications Resource, Inc. dba NACR, Inc., (Reseller) a Minnesota corporation, with offices located at 3344 Highway 149, Eagan, MN 55121.

Arc Wireless Solutions, Inc. – Wuersch & Gering LLP Attorneys at Law (January 11th, 2018)

We have acted as counsel to ARC Group Worldwide, Inc. (ARC), a Utah corporation, in connection with the distribution by ARC to its stockholders (each, a Stockholder and collectively, the Stockholders), at no charge, of nontransferable subscription rights (Rights) to purchase an aggregate of up to ten million dollars ($10,000,000) in value of shares of ARC common stock, par value $0.0005 per share (the Common Stock), at the purchase price per share to be determined by the ARC Board of Directors (the Board) based upon a ten percent (10%) discount to the closing price of the Common Stock, as publicly quoted on the NASDAQ stock market, on the record date (the Record Date) to be set by the Board prior to the commencement of the offering of the Rights, subject to a minimum purchase price of $2.00 per share of Common Stock (the Rights Offering). ARC Common Stock is traded on the NASDAQ stock market under the symbol ARCW. ARC does not have any outstanding shares other than shares of Common Sto

Arc Wireless Solutions, Inc. – Notice of Guaranteed Delivery (January 11th, 2018)

This form, or one substantially equivalent to this form, must be used to exercise the non-transferable subscription rights (the Rights) to subscribe for and purchase shares of common stock, par value $0.0005 per share (the Common Stock) of ARC Group Worldwide, Inc., a Utah corporation (the Company) pursuant to the rights offering (the Rights Offering) described and provided for in the Companys prospectus, dated [], 2018 (the Prospectus), if a holder of Rights cannot deliver the subscription rights certificate(s) evidencing the Rights (the Subscription Rights Certificate(s)) to Broadridge Corporate Issuer Solutions, Inc., the subscription agent for the Rights Offering (the Subscription Agent) at or prior to 5:00 p.m., Eastern Standard Time, on [], 2018, unless extended by the Company (the Expiration Date). This Notice of Guaranteed Delivery must be received by the Subscription Agent on or prior to the Expiration Date.

Arc Wireless Solutions, Inc. – Registration Rights Agreement (January 11th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of the date set forth on the signature page hereto, by and between ARC Group Worldwide, Inc., a Utah corporation (the Company), and the undersigned investor set forth on the signature page hereto (the Investor).

Arc Wireless Solutions, Inc. – ARC GROUP WORLDWIDE, INC. Incorporated Under the Laws of the State of Utah NON- TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock of Arc Group Worldwide, Inc. (January 11th, 2018)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (Rights) set forth above. Each Right entitles the holder thereof to subscribe for and purchase [*] shares of common stock, with a par value of $0.0005 per share (Common Stock), of ARC Group Worldwide, Inc., a Utah corporation, at a subscription price of $[*] per share of Common Stock (the Basic Subscription Right), pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus. If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right (the Remaining Shares), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of Remaining Shares in an amount equal to up to [*]% of the shares of Common Stock for which it was otherwise entitled

Arc Wireless Solutions, Inc. – Rights Offering Backstop Agreement (January 11th, 2018)

This Rights Offering Backstop Agreement (this Agreement), is made and entered into as of the date set forth on the signature page hereto, by and between ARC Group Worldwide, Inc., a Utah corporation (the Company), and the stockholder of the Company set forth on the signature page hereto (the Backstop Purchaser).

Sysorex Global Holdings Corp. – Third Amendment Agreement (January 9th, 2018)

This THIRD AMENDMENT AGREEMENT (this "Agreement") is made and entered into as of January 5, 2018 ("Effective Date") by and between Inpixon, a Nevada corporation (the "Company"), and the signatory hereto holding 100% of the outstanding Debentures (as defined below) (the "Holder"). This Agreement amends the remaining outstanding Debentures (as defined below) and the SPA (as defined below) in accordance with Section 5.5 of the SPA. In this Agreement, the Company and the Holder are sometimes referred to singularly as a "party" and collectively as the "parties". Capitalized terms not otherwise defined herein shall have the meanings set forth in the Debentures or the SPA.

Lipocine Inc. – Loan and Security Agreement (January 9th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of January 5, 2018 (the "Effective Date") among SILICON VALLEY BANK, a California corporation ("Bank"), and LIPOCINE INC., a Delaware corporation ("Parent"), and LIPOCINE OPERATING INC., a Delaware corporation ("Lipocine Operating" and together with Parent, individually and collectively, jointly and severally, "Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.

Green Endeavors, Inc. – Security Agreement (January 4th, 2018)

This Agreement ("Agreement") is entered into this 31st day of December 2017 ("Signing Date") by and between, LCF Salons LLC, a Utah limited liability company ("LCF") with a mailing address of 1298 South 900 East, Salt Lake City, UT 84105, and Green Endeavors, Inc., a Utah corporation, Landis Salons Inc., a Utah corporations, Landis Salons II, Inc., a Utah corporation and Landis Experience Center LLC, a Utah limited liability company, jointly and severally (hereinafter jointly referred to as "Green").

Green Endeavors, Inc. – Promissory Note (January 4th, 2018)

FOR VALUE RECEIVED, Green Endeavors Inc., a Utah corporation, Landis Salons, Inc., a Utah corporation, Landis Salons II, Inc., a Utah corporation and Landis Experience Center, LLC, a Utah limited liability company, jointly and severally (jointly hereinafter known as "Maker") promises to pay LCF Salons LLC, a Utah Limited Liability Company (hereinafter known as "Holder"), or order, Three Hundred Thousand and 00/100 Dollars ($300,000.00).

Commercial Metals Company – STOCK AND ASSET PURCHASE AGREEMENT by and Among GNA FINANCING INC., GERDAU AMERISTEEL US INC., GERDAU AMERISTEEL SAYREVILLE INC., GERDAU AMERISTEEL WC, INC., CMC STEEL FABRICATORS, INC., CMC STEEL US, LLC and COMMERCIAL METALS COMPANY DATED DECEMBER 29, 2017 (January 2nd, 2018)

This Stock and Asset Purchase Agreement (this Agreement) is made and entered into this 29th day of December, 2017, by and among GNA Financing Inc., a Delaware corporation (Seller), Gerdau Ameristeel US Inc., a Florida corporation (Selling Subsidiary 1), Gerdau Ameristeel Sayreville Inc., a Delaware corporation (Selling Subsidiary 2), Gerdau Ameristeel WC, Inc., a Delaware corporation (Selling Subsidiary 3 and, together with Selling Subsidiary 1 and Selling Subsidiary 2, the Selling Subsidiaries), CMC Steel Fabricators, Inc., a Texas corporation (Equity Purchaser), CMC Steel US, LLC, a Delaware limited liability company (GP/Asset Purchaser and together with Equity Purchaser, Purchasers and each a Purchaser), and Commercial Metals Company, a Delaware corporation (Guarantor). Seller, the Selling Subsidiaries, Purchasers and Guarantor are herein referred to individually as a Party and collectively as the Parties.

All For One Media Corp. – 10% Convertible Note (January 2nd, 2018)

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.

All For One Media Corp. – Securities Purchase Agreement (January 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 20, 2017, is entered into by and between ALL FOR ONE MEDIA CORP., a Utah corporation (the "Company"), and EMA Financial, LLC, a Delaware limited liability company (the "Purchaser").

$550,000,000 BRIDGE CREDIT AGREEMENT Dated as of January 2, 2018 Among MOLINA HEALTHCARE, INC., as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and MORGAN STANLEY SENIOR FUNDING, INC. As Joint Lead Arrangers and Joint Bookrunners (January 2nd, 2018)

THIS BRIDGE CREDIT AGREEMENT (this "Agreement") is made and entered into as of January 2, 2018, by and among MOLINA HEALTHCARE, INC., a Delaware corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent").

Sysorex Global Holdings Corp. – Second Amendment Agreement (December 29th, 2017)

This SECOND AMENDMENT AGREEMENT (this "Agreement") is made and entered into as of December 29, 2017 ("Effective Date") by and between Inpixon, a Nevada corporation (the "Company"), and Hillair Capital Investments L.P. ("Hillair" or the "Holder", and together with Iliad Research, the "Holders"). This Agreement amends the remaining outstanding Debentures (as defined below) and the SPA (as defined below) in accordance with Section 5.5 of the SPA. In this Agreement, the Company and the Holder are sometimes referred to singularly as a "party" and collectively as the "parties". Capitalized terms not otherwise defined herein shall have the meanings set forth in the Debentures or the SPA.

Biota Pharmaceuticals Inc. – Lease Agreement (December 29th, 2017)
Cco Holdings Llc – (A) This Restatement Agreement Shall Be Construed and Interpreted in Accordance With and Governed by the Law of the State of New York. (B) Each Party Hereto Hereby Irrevocably and Unconditionally Waives Trial by Jury in Any Legal Action or Proceeding Relating to This Restatement Agreement and for Any Counterclaim Herein. (December 28th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of December 21, 2017, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the Borrower), CCO HOLDINGS, LLC, a Delaware limited liability company (Holdings), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the Administrative Agent).

Owl Rock Capital Corp – Up to U.S. $400,000,000 LOAN AND SERVICING AGREEMENT Dated as of December 21, 2017 Among ORCC FINANCING LLC, as the Borrower OWL ROCK CAPITAL CORPORATION, as the Transferor and as the Servicer MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders STATE STREET BANK AND TRUST COMPANY, as the Collateral Agent and Account Bank and CORTLAND CAPITAL MARKET SERVICES LLC, as the Collateral Custodian (December 22nd, 2017)
Amended and Restated Severance Agreement (December 22nd, 2017)

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this Agreement) is made and entered into as of the 19th day of December, 2017 by and between Huntsman Corporation, a Delaware corporation (the Company), and Peter R. Huntsman (the Executive).

Separation and Consulting Agreement and General Release of Claims (December 22nd, 2017)

This SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS (Agreement) is made and entered into by and between Huntsman Corporation, a Delaware corporation (the Company), and Jon M. Huntsman (Consultant), on December 19, 2017 (the Effective Date). The Company and Consultant are each referred to herein individually as a Party and collectively as the Parties.

Helicon Group Lp – Eighth Supplemental Indenture (December 22nd, 2017)

EIGHTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of December 21, 2017 among Charter Communications Operating, LLC, a Delaware limited liability company (CCO), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (the Parent Guarantor), and the subsidiary guarantors named on Schedule I hereto (collectively with the Parent Guarantor, the Guarantors) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee) and collateral agent (the Collateral Agent) under the Indenture referred to below.

CION Investment Corp – Up to U.S. $200,000,000 LOAN AND SERVICING AGREEMENT Dated as of December 19, 2017 Among 33rd Street Funding, LLC, as the Borrower Cion Investment Management, Llc, as the Portfolio Manager MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders and U.S. Bank National Association, as the Collateral Agent, Account Bank and Collateral Custodian (December 22nd, 2017)
C&J Energy Services Ltd. – Employment Agreement (December 19th, 2017)

This Employment Agreement (this Agreement) is entered into as of December 14, 2017 (the Effective Date) by and between C&J Energy Services, Inc., a Delaware company (the Company), and Vic Joyce (Executive), and is effective as of the Effective Date.

Creative Beauty Supply of New Jersey CORP – Stock Exchange Agreement (December 19th, 2017)

THIS STOCK EXCHANGE AGREEMENT (this "Agreement") dated as of December 14, 2017, is by, between, and among IIOT-OXYS, Inc., a Nevada corporation ("IIOT"), HereLab, Inc., a Delaware corporation ("HereLab"), and its shareholders, Patrick Phillips and Andrew Lindsay, individuals (the "Shareholders"). Certain capitalized terms used in this Agreement are defined in ARTICLE XII of this Agreement.

Contract (December 18th, 2017)

Amendment No. 3 true --12-31 Q3 2017 2017-09-30 S-1/A 0001029125 3670432 Yes Smaller Reporting Company Sun BioPharma, Inc. No No snbp <div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-family:Times New Roman, Times, serif;font-size:10pt;margin:0pt;text-align:left;text-transform:uppercase;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5.</div><div style="display: inline; font-family:Times New Roman, Times, serif;font-size:10pt;text-transform:uppercase;">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accrued liabilities</div></div></div> <div style=" font-family:Times New Roman, Times, serif;font-size:10pt;margin:0pt;text-align:left;">&nbsp;</div> <div style=" font-family:Times New Roman, Times, serif;font-size:10pt;margin:0pt;text-align:left;">Accrued liabilities consisted of the following (in thousands):</div> <div style=" font-family:T

Air T, Inc. – CREDIT AGREEMENT Between AIR T, INC. And MINNESOTA BANK & TRUST Dated as of December 21, 2017 (December 18th, 2017)

This Credit Agreement (this Agreement), dated as of December 21, 2017, is entered into between Air T, Inc., a Delaware corporation (together with its successors and assigns, the Borrower), and Minnesota Bank & Trust, a Minnesota state banking corporation (together with its successors and assigns, the Lender).

Edgar Express, Inc. – Contract (December 15th, 2017)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

Merit Medical Systems, Inc. – First Amendment to Employment Agreement (December 15th, 2017)

This First Amendment to Employment Agreement (this "Amendment") is made and entered into by and between Merit Medical Systems, Inc., a Utah corporation (the "Company"), and Fred P. Lampropoulos (the "Executive") as of the 11th day of December, 2017.

Merit Medical Systems, Inc. – First Amendment to Employment Agreement (December 15th, 2017)

This First Amendment to Employment Agreement (this "Amendment") is made and entered into by and between Merit Medical Systems, Inc., a Utah corporation (the "Company"), and [name] (the "Executive") as of the 11th day of December, 2017.

Edgar Express, Inc. – Contract (December 15th, 2017)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

Edgar Express, Inc. – Contract (December 15th, 2017)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

Merit Medical Systems, Inc. – Third Amendment to Second Amended and Restated Credit Agreement and Incremental Increase Agreement (December 15th, 2017)

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND INCREMENTAL INCREASE AGREEMENT (this "Agreement") is by and among MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the "Borrower"), certain subsidiaries of the Borrower party hereto (the "Subsidiary Guarantors"), the lenders who are party to this Agreement (the "Consenting Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").