RECITALSPurchase Agreement • August 14th, 2001 • Golf Trust of America Inc • Real estate investment trusts • Florida
GOLF TRUST OF AMERICA, INC. EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENTSubscription Agreement • February 20th, 1998 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries)
Exhibit 10.1 PURCHASE AND SALE AGREEMENT Seller: GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership Buyer: LEGENDS GOLF HOLDING, LLC, a Delaware limited liability company Property: The Legends, Heritage, Oyster Bay, Royal New Kent,...Purchase and Sale Agreement • August 14th, 2001 • Golf Trust of America Inc • Real estate investment trusts • South Carolina
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") dated as of April 2, 1999, by and between Golf Trust of America, Inc., a Maryland corporation (the "COMPANY"), and AEW Targeted Securities Fund, L.P. (the...Registration Rights Agreement • April 13th, 1999 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 1997 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • South Carolina
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 1999Credit Agreement • March 30th, 2000 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • North Carolina
EXHIBIT C SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Scott D. Peters) November 7, 1999 THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is dated as of November 7, 1999, between Golf Trust of America, Inc., a Maryland...Employment Agreement • March 30th, 2000 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • South Carolina
COMMON STOCKGolf Trust of America Inc • February 5th, 1997 • Land subdividers & developers (no cemeteries) • New York
NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is dated as of the day of 199 , between Golf Trust of America, Inc., a Maryland corporation (the "Corporation"), and (the "Optionee"). W I T N E S S E T H...Nonqualified Stock Option Agreement • August 14th, 1997 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries)
Exhibit 10.5 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Scott D. Peters) February 25, 2001 THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT") is dated as of February 25, 2001 (the "EFFECTIVE DATE"), between Golf Trust of...Employment Agreement • March 14th, 2001 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • South Carolina
ContractIndenture • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2.03 Denominations: Provisions for Payment 8 Section 2.04 Execution and Authentications 9 Section 2.05 Registration of Transfer and Exchange 9 Section 2.06 Temporary Securities 10 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 11 Section 2.08 Cancellation 12 Section 2.09 Benefits of Indenture 12 Section 2.10 Authenticating Agent 12 Section 2.11 Global Securities 12 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 13 Section 3.01 Redemption 13 Section 3.02 Notice of Redemption 14 Section 3.03 Payment Upon Redemption 15 Section 3.04 Sinking Fund 15 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 15 Section 3.06 Redemption of Securities for Sinking Fund 16
Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 25, 2001 by and among GOLF TRUST OF AMERICA, L.P., as Borrower, the Guarantors referred to in this Agreement, the Lenders referred to in this Agreement, BANK OF AMERICA, N.A....Credit Agreement • August 1st, 2001 • Golf Trust of America Inc • Real estate investment trusts • North Carolina
EMPLOYEE NAME] [NUMBER OF SHARES OF RESTRICTED STOCK]Restricted Stock Award Agreement • October 1st, 1997 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries)
PERNIX THERAPEUTICS HOLDINGS, INC. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementPernix Therapeutics Holdings, Inc. • November 7th, 2014 • Pharmaceutical preparations • New York
Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EXHIBIT B FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (W. Bradley Blair, II) November 7, 1999 THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is dated as of November 7, 1999, between Golf Trust of America, Inc., a Maryland...Employment Agreement • March 30th, 2000 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • South Carolina
by and among GOLF TRUST OF AMERICA, L.P., as Borrower,Credit Agreement • March 30th, 2000 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • North Carolina
PERNIX THERAPEUTICS HOLDINGS, INC. and [], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF []Common Stock Warrant Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Pernix Therapeutics Holdings, Inc. , a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPGolf Trust of America Inc • March 31st, 1997 • Land subdividers & developers (no cemeteries) • Delaware
PERNIX THERAPEUTICS HOLDINGS, INC. and [________], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 2011Warrant Agreement • May 31st, 2011 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
EMPLOYMENT AGREEMENT (W. Bradley Blair, II) THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is dated as of February 7, 1997, between Golf Trust of America, Inc., a Maryland corporation, having its principal place of business at 190 King Street,...Employment Agreement • March 31st, 1997 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • South Carolina
PERNIX THERAPEUTICS HOLDINGS, INC. and [], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF []Preferred Stock Warrant Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Pernix Therapeutics Holdings, Inc. , a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
Exhibit 10.3.2 FIRST AMENDMENT TO AND RESTATEMENT OF AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AND RESTATEMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is entered into as of the 6th day of April, 2000 by and among...Credit Agreement • November 14th, 2000 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • North Carolina
PERNIX THERAPEUTICS HOLDINGS, INC. and [], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF[]Debt Securities Warrant Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
CREDIT AGREEMENT by and among CANTOR FITZGERALD SECURITIES as Agent, THE LENDERS THAT ARE PARTY HERETO as the Lenders, PERNIX THERAPEUTICS HOLDINGS, INC., PERNIX THERAPEUTICS, LLC, PERNIX SLEEP, INC., CYPRESS PHARMACEUTICALS, INC., HAWTHORN...Credit Agreement • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of July 21, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), Cantor Fitzgerald Securities, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), Pernix Therapeutics Holdings, Inc., a Maryland corporation (“Parent”), PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company (“Therapeutics”), PERNIX SLEEP, INC., a Delaware corporation (“Sleep”), CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (“Cypress”), GAINE, INC., a Delaware corporation (“Gaine”), RESPICOPEA INC., a Delaware corporation (“Respicopea”), MACOVEN PHARMACEUTICALS, L.L.C., a Louisiana limited liability company (“Macoven”) and HAWTHORN PHARMAC
by and among GOLF TRUST OF AMERICA, L.P., as Borrower, GOLF TRUST OF AMERICA, INC., GTA GP, INC. and GTA LP, INC., as Guarantors,Credit Agreement • April 1st, 1999 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • North Carolina
PERNIX THERAPEUTICS HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 22, 2015Pernix Therapeutics Holdings, Inc. • April 24th, 2015 • Pharmaceutical preparations • New York
AEW TARGETED SECURITIES FUND, L.P. STOCK PURCHASE AGREEMENT 9.25% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCKStock Purchase Agreement • April 13th, 1999 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • New York
VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is dated as of February 22, 2001 and entered into by and between GOLF TRUST OF AMERICA, INC., a Maryland corporation (the "COMPANY"), and AEW TARGETED SECURITIES FUND, L.P. a Delaware limited...Voting Agreement • March 14th, 2001 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • Maryland
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2018 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • Maryland
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of _______ __, 20[XX], by and between Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company" or the "Indemnitor") and ________ (the "Indemnitee"). The effective date of this indemnification agreement is ____________, 20[XX].
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • June 4th, 1998 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • Illinois
CREDIT AGREEMENT dated as of June 20, 1997 by and among GOLF TRUST OF AMERICA, L.P., as Borrower, GOLF TRUST OF AMERICA, INC., GTA GP, INC. and GTA LP, INC., as Guarantors, the Lenders referred to in this Agreement,Credit Agreement • August 12th, 1997 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • North Carolina
4,000,000 Shares PERNIX THERAPEUTICS HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2011 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 4,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), of which 3,000,000 shares are to be issued and sold by the Company and 1,000,000 shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto.
L E A S ELease • August 14th, 1998 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries)
Exhibit 4.3 VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is dated as of February 14, 2001 and entered into by and among GOLF TRUST OF AMERICA, INC., a Maryland corporation (the "COMPANY"), Golf Legends Ltd., Inc. and Legends of Virginia...Voting Agreement • March 14th, 2001 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • Maryland
MERGER PARTNER STOCKHOLDER AGREEMENTStockholder Agreement • September 23rd, 2010 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • Louisiana
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of October 6, 2009, is by and among Golf Trust of America, Inc., a Maryland corporation (“Public Company”), Pernix Therapeutics, Inc., a Louisiana corporation (“Merger Partner”), and the undersigned stockholder (“Stockholder”) of Merger Partner.
