Roetzel & Andress Sample Contracts

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EXHIBIT 10.7 FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 8, 2004
Credit Agreement • March 15th, 2004 • Ironton Iron Inc • Iron & steel foundries • New York
ARTICLE I DEFINITIONS
Agreement and Plan of Merger • September 15th, 2009 • Pharmacity Corp • Retail-drug stores and proprietary stores • Florida
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 14th, 2014 • General Employment Enterprises Inc • Services-employment agencies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2014, between General Employment Enterprises, Inc., an Illinois corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS
Employment Agreement • May 11th, 1999 • Envirosource Inc • Wholesale-misc durable goods • Pennsylvania
Ener1, Inc. Common Stock OPEN MARKET SALE AGREEMENTSM
Ener1 Inc • January 25th, 2010 • Miscellaneous electrical machinery, equipment & supplies • New York

Ener1, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies & Company, Inc., as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $60,000,000 on the terms set forth in this agreement (this “Agreement”).

UNDERWRITING AGREEMENT
Underwriting Agreement • October 19th, 2015 • Medical Transcription Billing, Corp • Services-prepackaged software • New York

The undersigned, Medical Transcription Billing, Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Medical Transcription Billing, Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Chardan Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Chanticleer Holdings, Inc. 2,444,450 Units UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2012 • Chanticleer Holdings, Inc. • Services-management consulting services • Florida

Chanticleer Holdings, Inc, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (each of Merriman Capital, Inc. and Dawson James Securities, Inc., collectively referred to herein as the “Representative” or “you”) an aggregate of 2,444,450 units (the “Firm Units”) at a price of $4.23 per Unit, with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Overallotment Option”), an aggregate of up to 366,667 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form

Chanticleer Holdings, Inc. 2,500,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • June 19th, 2012 • Chanticleer Holdings, Inc. • Services-management consulting services • Florida

Chanticleer Holdings, Inc, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives each of Merriman Capital, Inc. and Dawson James Securities, Inc. collectively referred to herein as (the “Representative” “or “you”) an aggregate of 2,500,000 units (the “Firm Units”) at a price of [ ] per Unit, with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 375,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form

MEDOVEX CORP. WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 26th, 2014 • Medovex Corp. • Surgical & medical instruments & apparatus • New York

WARRANT AGENCY AGREEMENT made as of December __, 2014 (the “Issuance Date”), between Medovex Corp., a Nevada corporation, with offices at 3279 Hardee Avenue, Atlanta, Georgia 30341 (“Company”), and Interwest Transfer Company, Inc., with offices at 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 (“Warrant Agent”).

RECITALS
License and Marketing Agreement • April 17th, 2007 • Cirtran Corp • Printed circuit boards • Utah
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 8th, 2013 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2013, between Fuse Science, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 6th, 2013 • Cyclone Power Technologies Inc • Motors & generators • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 31st day of July, 2013, but made effective as of September 1, 2013 (the “Effective Date”), by and between CYCLONE POWER TECHNOLOGIES, INC., a Florida corporation (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Buyer”).

AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
Agreement for Purchase and Sale and Escrow Instructions • February 22nd, 2018 • Ohio

This Agreement for Purchase and Sale and Escrow Instructions (this “Agreement”) is made as of the Effective Date (as defined below in Section 19), by and between Prodigy Properties, solely in its capacity as the court-appointed receiver in possession of certain assets of SAM n J, LLC, a Nevada limited liability company, in Case No. A1703973 of the Court of Common Pleas, Hamilton County, Ohio

SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York

This SECURITIES ESCROW AGREEMENT (this “Agreement”), dated as of April 13, 2011 by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), the purchasers listed on Schedule I hereto (the “Purchasers”), Ansheng International, Inc., a British Virgin Islands corporation (individually the “Principal Stockholder”), and Anslow & Jaclin, LLP (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER Dated as of February 28, 2013 among AUTOINFO, INC., AUTOINFO HOLDINGS, LLC and AUTOINFO ACQUISITION CORP.
Agreement and Plan of Merger • March 5th, 2013 • Autoinfo Inc • Trucking & courier services (no air)

This Agreement and Plan of Merger, dated as of February 28, 2013 (this “Agreement”), is by and among AutoInfo Holdings, LLC, a Delaware limited liability company (“Parent”), AutoInfo Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and AutoInfo, Inc., a Delaware corporation (the “Company”). Certain defined terms used in this Agreement are defined in Annex A.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2011 • WellTek Inc • Retail-drug stores and proprietary stores • Florida

This Stock Purchase Agreement (the “Agreement”) entered into on March 30, 2011, by and among Welltek Incorporated, a Nevada corporation (the “Buyer”), and the shareholders of Stem Cells for Hope, Inc. (the “Sellers”). The Buyer and the Sellers are referred to collectively herein as the “Parties.”

REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH DREAMS, INC. AND CERTAIN SUBSIDIARIES OF DREAMS, INC. AND THEIR SUBSIDIARIES (BORROWERS) DECEMBER 23, 2011
Security Agreement • December 28th, 2011 • Dreams Inc • Retail-hobby, toy & game shops • Florida

Revolving Credit and Security Agreement dated as of December 23, 2011 among DREAMS, INC., a Utah corporation (the “Company”), and each of the other Persons identified on the signature pages hereto as a Borrower and any other Person which may become a Borrower hereunder pursuant to Section 7.12 (together with the Company, the “Borrowers” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • January 7th, 2013 • iGambit, Inc. • Services-business services, nec • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 1st, 2013 • General Employment Enterprises Inc • Services-employment agencies • Illinois

This Amended and Restated Employment Agreement ("Agreement") is made and entered into this June 26, 2013, between General Employment Enterprises, Inc., an Illinois Corporation (the "Company") and Brad A. Imhoff ("Executive").

EX-2.1 2 paym_ex2z1.htm SECURITIES EXCHANGE AGREEMENT SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • May 5th, 2020 • Florida

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2015 by and among, PayMeOn, Inc., a Nevada corporation (“PAYM”), Vincent L. Celentano, an individual shareholder of PAYM (“Celentano”), Prodeco Technologies, LLC, a Florida limited liability company (“PROTEC”) and each of the members of Prodeco listed on the signature page hereto (each a “PROTEC Member” and collectively, the “PROTEC Members”). PAYM, Celentano, PROTEC, and the PROTEC Members are occasionally referred to herein individually as a “Party” or collectively as the “Parties”.

Ener1, Inc. Common Stock OPEN MARKET SALE AGREEMENTSM
Ener1 Inc • May 26th, 2009 • Miscellaneous electrical machinery, equipment & supplies • New York
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 14th, 2015 • Welch Rory • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 24th, 2010 • Dreams Inc • Retail-hobby, toy & game shops • Florida

This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2010 among Dreams, Inc., a Utah corporation (the “Company”), and the purchaser identified on the signature page hereto (“Purchaser”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 8th, 2013 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), dated as of November 7, 2013, is made by and between Fuse Science, Inc., a Nevada corporation (the “Grantor”), and MusclePharm Corporation, as collateral agent (the “Collateral Agent”) on behalf of and for the benefit of the Purchasers as defined in one or more certain Note Purchase Agreements with the Grantor, dated as of the date hereof (the “Purchase Agreement”) and the Purchasers, together with the Collateral Agent, are collectively referred to herein as the “Secured Parties”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 18th, 2015 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

This Share Exchange Agreement (the “Agreement”) is made effective as of November 12, 2015, by and between AnPath Group, Inc., a Delaware corporation (the “Seller”), EnviroSystems, Inc., a Nevada corporation (the “Company”), and the individuals named on the signature page hereto (collectively the “Buyers” and individually each a “Buyer”). The Seller, the Company and the Buyers are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”

LOAN AGREEMENT by and among ENER1, INC. as Borrower and BZINFIN S.A., LIBERTY HARBOR SPECIAL INVESTMENTS, LLC and GOLDMAN SACHS PALMETTO STATE CREDIT FUND, L.P., as Lenders and BZINFIN S.A., as Agent Dated as of November 16, 2011
Loan Agreement • November 22nd, 2011 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This Term Sheet is not intended to be and should not be construed as an offer, commitment or agreement to enter into an agreement to or to provide debtor-in-possession financing. This Term Sheet is intended only to be indicative of certain terms and conditions around which a debtor-in-possession credit facility and related agreements may be structured, and shall not preclude negotiations within the general scope of these terms and conditions. Neither the DIP Lender nor any of its affiliates shall have any obligation to commence or thereafter continue any negotiations to enter into any definitive agreement, and no person or entity should rely on an eventual formation of any agreement. The foregoing shall apply to this Term Sheet, as well as to any prior and subsequent communications between the Debtor and/or its affiliates and representatives and the DIP Lender and/or its affiliates and representatives with respect to the debtor-in-possession credit facility and related documents, and o

DEVELOPMENT AGREEMENT
Development Agreement • April 22nd, 2024 • Ohio

THIS DEVELOPMENT AGREEMENT (the “Agreement”), is entered into, as of the last date written below, by and between TWG Development, LLC, an Indiana limited liability company, duly registered with the Ohio Secretary of State to conduct business in the State of Ohio (the “Developer”), and the City of Cleveland Heights, Ohio, a municipal corporation, organized and existing under the Constitution and laws of the State of Ohio (the “State”) and a duly adopted Charter and Codified Ordinances (the “City”).

RESTRUCTURING, LOCKUP AND PLAN SUPPORT AGREEMENT
Loan Agreement • January 27th, 2012 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This Joinder to the Restructuring, Lockup and Plan Support Agreement, dated as of January 25, 2012, by and among Ener1, Inc., and the Consenting Lenders signatory thereto (the “Agreement”), is executed and delivered by (the “Joining Party”) as of , 2012. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 27th, 2013 • Brick Top Productions, Inc. • Services-motion picture & video tape production • Florida

This Stock Purchase Agreement (this "Agreement"), dated as of December 24, 2013, is entered into between Martin Fischer, an individual resident of Tennessee ("Seller") and Brick Top Productions, Inc., a Florida corporation ("Buyer").

ASSET PURCHASE AGREEMENT
Assignment and Assumption Agreement • November 12th, 2015 • iGambit, Inc. • Services-business services, nec • New York
COOPERATIVE AGREEMENT
Cooperative Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation

This Cooperative Agreement made and entered into as of October 1, 2023 among the CLEVELAND-CUYAHOGA COUNTY PORT AUTHORITY, a port authority and political subdivision and body corporate and politic duly organized and validly existing under the laws of the State (the “Authority”), the CITY OF CANTON, OHIO, a municipal corporation duly organized and validly existing under the laws of the State and its Charter (the “City”), HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (the “Developer”) and THE HUNTINGTON NATIONAL BANK, as Trustee, a national banking association duly organized and validly existing under the laws of the United States of America and authorized to exercise corporate trust powers in the State (the “Trustee”), under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals being used therein as defined in Article I hereof):

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