Kelley Drye & Warren Sample Contracts

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1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 22, 1999
Credit Agreement • May 11th, 1999 • Cannondale Corp / • Motorcycles, bicycles & parts • New York
FORM OF ESCROW AGREEMENT
Escrow Agreement • February 20th, 2001 • Labranche & Co Inc • Security brokers, dealers & flotation companies • New York
VIATEL, INC.
Purchase Agreement • July 16th, 1999 • Viatel Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 10 AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Pledge Agreement • May 17th, 2002 • KMC Telecom Holdings Inc • Communications services, nec • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF FEBRUARY 15, 2000
Loan and Security Agreement • March 31st, 2000 • KMC Telecom Holdings Inc • Communications services, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 31st, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2023, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

BY AND AMONG
Agreement and Plan of Merger • February 20th, 2004 • Trover Solutions Inc • Insurance agents, brokers & service • Delaware
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • July 22nd, 2005 • Access Integrated Technologies Inc • Services-business services, nec • New York
L&W DRAFT 1/6/00 NET2000 COMMUNICATIONS, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2000 • Net2000 Communications Inc • Radiotelephone communications • New York
AMONG
Asset Purchase Agreement • August 4th, 2004 • Columbia Laboratories Inc • Pharmaceutical preparations • New Jersey
Exhibit 10.8
Stockholders Agreement • February 1st, 2001 • Bab Holdings Inc • Retail-convenience stores • New York
WITNESSETH
Asset Purchase Agreement • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2020 • GBS Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Exchange Agreement”).

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 20th, 2001 • R&g Financial Corp • State commercial banks • Puerto Rico
AMONG
Share Purchase Agreement • October 16th, 1998 • Psinet Inc • Services-computer programming, data processing, etc. • New York
LEASE
Lease • April 24th, 2002 • One Liberty Properties Inc • Real estate investment trusts • Pennsylvania
WITNESSETH ----------
Settlement Agreement • February 19th, 1999 • Rochester Gas & Electric Corp • Electric & other services combined • New York
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UNDERWRITING AGREEMENT between AGRIFORCE GROWING SYSTEMS, LTD. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters AGRIFORCE GROWING SYSTEMS, LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • March 3rd, 2021 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York

The undersigned, AgriFORCE Growing Systems, Ltd., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

INDENTURE
Standard Motor Products Inc • May 6th, 2009 • Miscellaneous electrical machinery, equipment & supplies • New York
EXHIBIT 1.1 __________ Shares MGC COMMUNICATIONS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 21st, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
TIA SECTIONS INDENTURE SECTIONS
Viatel Inc • April 5th, 1999 • Telephone communications (no radiotelephone) • New York
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 10th, 2003 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • Ohio
ARTICLE 1. DEFINITIONS AND INTERPRETATIONS
Security Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
CONFORMED COPY CREDIT AGREEMENT Dated as of November 10, 1998
Credit Agreement • March 26th, 1999 • Ucar International Inc • Electrical industrial apparatus • New York
BY AND AMONG
Asset Purchase Agreement • July 6th, 2001 • E-Dentist Com Inc • Services-offices & clinics of doctors of medicine • Delaware
VIATEL, INC., as Issuer and
Viatel Inc • May 16th, 2000 • Telephone communications (no radiotelephone) • New York
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