Sills Cummis & Gross Sample Contracts
UNIQUE FABRICATING, INC. (a Delaware corporation) [_______] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2015 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • New York
Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 8, 2019, by and among XpresSpa Group, Inc., a Delaware corporation, with headquarters located at 780 Third Avenue, 12th Floor, New York, NY 10017 (the "Company"), and the investor listed on the Schedule of Investors attached hereto (the "Lender").
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona
This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 15th day of November 2018, by and between Harvest Enterprises, Inc., a Delaware corporation (the “Company”), and Steve White (the “Executive”), effective as of November 15, 2018 (the “Effective Date”).
LOAN AGREEMENT Dated as of April 15, 2013 Between COLE MT SAN JOSE CA, LP, a Delaware limited partnership as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • May 14th, 2013 • Cole Credit Property Trust Iv, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of April 15, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), and COLE MT SAN JOSE CA, LP, a Delaware limited partnership, having an address c/o Cole Real Estate Investments, 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016 (together with its successors and/or assigns, “Borrower”).
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of June 11, 2019Co-Lender Agreement • November 26th, 2019 • BBCMS Mortgage Trust 2019-C5 • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of June 11, 2019, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-2, the “Initial Note A-2 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-3, the “Initial Note A-3 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-4, the “Initial Note A-4 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in it
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2015 • Starr Insurance Holdings, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this "Agreement") is dated as of June 16, 2014 by and between Grandparents.com, Inc., a Delaware corporation (the "Company"), and CV Starr & Company, Inc. (the "Purchaser").
Financial Agreement By and Between City of LindenFinancial Agreement • May 1st, 2019
IN WITNESS WHEREOF, the Parties have caused this Financial Agreement to be executed as of the day and year first above written.
LOAN AGREEMENT Dated as of June 30, 2011 Between COLE OF SAN ANTONIO TX, LLC, a Delaware limited liability company as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • July 22nd, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of June 30, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), and COLE OF SAN ANTONIO TX, LLC, a Delaware limited liability company, having an address c/o Cole Real Estate Investments, 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016 (together with its successors and/or assigns, “Borrower”).
XRPRO SCIENCES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December __, 2014, by and between XRpro Sciences, Inc. formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research • New York
This Executive Employment Agreement (this “Agreement”) is made and effective this 23rd day of February 2012, by and between NorWesTech, Inc., a Delaware corporation having its principal office at 589 Eighth Avenue, 6th Floor, New York, NY 10018 (the “Company”) and Steve Leber, residing at 6181 Hollows Lane, Delray Beach, FL 33484 (the “Executive”).
A/B CO-LENDER AGREEMENT Dated as of February 5, 2020 among GRASS RIVER WAREHOUSE FACILITY ENTITY TWO, LLC as Initial Administrative Agent GRASS RIVER WAREHOUSE FACILITY ENTITY TWO, LLC as Initial Note-A Holder and TCM CRE REIT LLC as Initial Note-B...A/B Co-Lender Agreement • March 30th, 2020 • CSAIL 2020-C19 Commercial Mortgage Trust • Asset-backed securities • New York
THIS A/B CO-LENDER AGREEMENT dated as of February 5, 2020 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is made among (i) GRASS RIVER WAREHOUSE FACILITY ENTITY TWO, LLC, a Delaware limited liability company having a place of business at 2977 McFarlane Road, Suite 300, Coconut Grove, Florida 33133, Attention: Legal Department, in its capacity as administrative agent (in such capacity, “Initial Administrative Agent”), (ii) GRASS RIVER WAREHOUSE FACILITY ENTITY TWO, LLC, a Delaware limited liability company having a place of business at 2977 McFarlane Road, Suite 300, Coconut Grove, Florida 33133, Attention: Legal Department, as the initial Note-A Holder (in such capacity, “Initial Note-A Holder”), and (iii) TCM CRE REIT LLC, a Delaware limited liability company, having an office at c/o Trawler Capital Management, 1044 Northern Blvd., Suite 100, Roslyn, New York 11576, as the initial Note-B Holder (in such capacity, “Initial Note
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2012 • Cover All Technologies Inc • Services-prepackaged software • New Jersey
EMPLOYMENT AGREEMENT entered into on March 7, 2012, by and between COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the “Company ”), having its principal office at 55 Lane Road, Fairfield, New Jersey 07004, and MANISH D. SHAH, currently residing at 7 Todd Street, Hillsborough, New Jersey 08844 (the “Executive”).
EX-10.5 4 srne-ex105_471.htm EX-10.5 SORRENTO THERAPEUTICS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2020 • California
This Amended and Restated Employment Agreement (this “Agreement”), dated as of May 9, 2017 (the “Effective Date”), is made by and between Sorrento Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Henry Ji, Ph.D. (the “Executive”) (collectively referred to herein as the “Parties”).
ContractPurchase Warrant • November 8th, 2022 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Amended and Restated Manufacture and Supply AgreementManufacture and Supply Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations • Pennsylvania
Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • Albany Molecular Research Inc • Services-commercial physical & biological research • New York
This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made this eighth day of February, 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and William S. Marth (the “Executive”).
LOAN AGREEMENT by and between TRULIEVE CAPPS HIGHWAY LLC, as Borrower and VALLEY NATIONAL BANK, as Agent And THE LENDERS NAMED HEREIN, (“Lender”) Dated: as of December 21, 2022Loan Agreement • March 8th, 2023 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida
THIS LOAN AGREEMENT (“Agreement”) dated this 21st day of December, 2022 by and between TRULIEVE CAPPS HIGHWAY LLC, a Florida limited liability company (“Borrower”), having a mailing address of 3494 Martin Hurst Road, Tallahassee, Florida 32312, and VALLEY NATIONAL BANK, (“VNB”) a national banking organization, having an office at 1455 Valley Road, Wayne, New Jersey 07470, as administrative agent (including any of its successors and assigns, “Agent”) for VNB, individually as a Lender, and the other lenders hereto (collectively, together with such other co-lenders as may exist from time to time, “Lender”).
LEASE AGREEMENT BETWEENLease Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New Jersey
This LEASE AGREEMENT (this “Lease”) is dated August 28, 2017 and is between LENOX DRIVE OFFICE PARK LLC, a Delaware limited liability company (“Landlord”), and FACTOR SYSTEMS, INC., a Delaware corporation, doing business as “Billtrust” (“Tenant”).
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Third-Party Agreement • September 9th, 2014 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • Delaware
This THIRD-PARTY AGREEMENT (this “Agreement”) is made as of February 13, 2014 (“Effective Date”) by and among Grandparents.com, Inc., a Delaware corporation (together with its Affiliates, the “Company”), Aetna Life Insurance Company (together with American Continental Insurance Company, Continental Life Insurance Company of Brentwood, Tennessee and Aetna Health & Life Insurance Company, “ALIC”), a Connecticut corporation, and Reader’s Digest Financial Services, Inc. (a wholly-owned subsidiary of The Reader’s Digest Association, Inc.), a Delaware corporation (“Third Party”). Certain capitalized terms used in this Agreement are defined in the attached Appendix A. In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all parties, the parties agree as follows.
ContractWarrant Agreement • March 31st, 2020 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 6th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of May 31, 2013, by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A hereto (the “Investor”).
AGREEMENT AND PLAN OF MERGER Among PLATINUM ENERGY RESOURCES, INC. PERMSUB, INC. MAVERICK ENGINEERING, INC. And Robert L. Kovar Services, LLC as Stockholder Representative March 18, 2008Merger Agreement • March 20th, 2008 • Platinum Energy Resources Inc • Crude petroleum & natural gas • New Jersey
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of March 18, 2008, by and among Platinum Energy Resources, Inc., a Delaware corporation (“Parent”), PERMSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Maverick Engineering, Inc., a Texas corporation (the “Company”) and Robert L. Kovar Services, LLC, a Texas limited liability company, in its capacity as the Stockholder Representative (the “Stockholder Representative”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 5th, 2023 • New Jersey
This Settlement Agreement and Release (this “Agreement”) is entered into by and between: (i) William Bussey, Saif Bembry, Adrian Jordan, and Frantsy Dorzema (a/k/a Frantsy Drozema) (collectively, “Named Plaintiffs”), individually and on behalf of the Class, and
AMENDMENT TO PURCHASE AND SALE AGREEMENT TOWNSHIP OF WEST ORANGEPurchase and Sale Agreement • September 18th, 2024
This Amendment made this 24th day of September, 2024 (the “Effective Date”) by and between the Township of West Orange (the “Township” or “Buyer”), a body corporate and politic of the State of New Jersey, having its address at 66 Main Street, West Orange, New Jersey 07052; and Prism Green Associates IV, LLC; Prism Green Urban Renewal, LLC; GP 55 Lakeside, LLC; GP Ashland Urban Renewal, LLC; GP 177 Main, LLC (collectively “Prism” or “Seller”) having its address at 310 Kingsland Street, Nutley, NJ 07110, and individually referred to as a “Party” and collectively the “Parties.”
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
This First Amendment to Lease Agreement (this “First Amendment”) is made this 18 day of January, 2013 by and between KTR LOU I LLC, a Delaware limited liability company (“Landlord”) and Alliance Entertainment, LLC, a Delaware limited liability Company (“Tenant”).
Irell & Manella llp A REGISTERED LIMITED LIABILITY LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONSLegal Counsel Agreement • July 16th, 2010 • Areh MLK LLC • Services-racing, including track operation
We are counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $350 million aggregate principal amount of its new 8.75% Senior Subordinated Notes due 2020 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.75% Senior Subordinated Notes due 2020 (the “Old Notes” and, collectively with the New Notes, the “Notes”).
Balancing the Competing Interests in Estoppels, SNDAs and Recognition AgreementsLease Agreement • October 30th, 2019
PLACEMENT AGREEMENTPlacement Agreement • January 7th, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York
This PLACEMENT AGREEMENT (the “Agreement”) dated as of December 31, 2014, by and between XRPRO SCIENCES, INC., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and TAGLICH BROTHERS, INC. (“Placement Agent”).
Settlement AgreementSettlement Agreement • March 17th, 2011 • Elite Pharmaceuticals Inc /De/ • Pharmaceutical preparations • New York
SETTLEMENT AGREEMENT, dated March 11, 2011 (this “Settlement Agreement”), between Elite Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware having its principal place of business at 165 Ludlow Avenue, Northvale, New Jersey 07647 (“Elite”), and ThePharmaNetwork, LLC, a limited liability company organized and existing under the laws of New Jersey with its principal place of business at 180 Summit Avenue, Suite 200, Montvale, New Jersey 07645 (“TPN”).
STRATEGIC PARTNERSHIP AGREEMENTStrategic Partnership Agreement • February 19th, 2025 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
This STRATEGIC PARTNERSHIP AGREEMENT (this “Agreement”) dated November 14, 2024 (the “Effective Date”) is entered into by and between Humble Imports Inc d/b/a E.C.D. Automotive Design, a Florida corporation (“ECD”) and Member Hubs Palm Beach, LLC, a Delaware limited liability company (“ODC PB”). Unless otherwise defined herein, capitalized terms used herein shall have the definitions ascribed to such terms in Schedule 1. ODC PB and ECD each are sometimes referred to herein as a “Party” and together sometimes are referred to as the “Parties.”
Operating Agreements TodayOperating Agreement • October 4th, 2016
Melvin, a developer and investor who owned a modest real estate portfolio with his partner, Susan, asked his attorney, Maggie, to form a limited liability company to own a new strip shopping center the company was purchasing.
AGREEMENT AND PLAN OF MERGER by and between Majesco and Cover-All Technologies Inc. Dated as of December 14, 2014Merger Agreement • June 19th, 2015 • Majesco • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 14, 2014, by and between Majesco, a California corporation (“MM”), and Cover-All Technologies Inc., a Delaware corporation (the “Company”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 11th, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
This AGREEMENT, effective as of December 31, 2015 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and Vixen Pharmaceuticals, Inc., a Delaware corporation (“Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2008 • Oramed Pharmaceuticals Inc. • Pharmaceutical preparations • Nevada
This Securities Purchase Agreement (this "Agreement") is dated as of July 14, 2008, between Oramed Pharmaceuticals Inc., a Nevada corporation (the "Company"), and the investors identified on the signature page hereto (each, an "Investor" and collectively the “Investors”).
Special Assessment AgreementSpecial Assessment Agreement • January 26th, 2023
THIS SPECIAL ASSESSMENT AGREEMENT (hereinafter “Agreement”), made this day of , 2023, by and between TOGUS URBAN RENEWAL LLC, a Delaware limited liability company and an urban renewal entity, qualified to do business under the provisions of the Long Term Tax Exemption Law of 1992, as amended and supplemented, N.J.S.A. 40A:20-1 et seq. (the “Long Term Tax Exemption Law”), having its principal office at c/o Togus Urban Renewal LLC, 750 Lexington Avenue, 24th Floor, New York, New York 10022 (the “Entity”); and the CITY OF BAYONNE, a municipal corporation in the County of Hudson and State of New Jersey with an address of 630 Avenue C, Bayonne, New Jersey 07002 (the “City”, and together with the Entity, the “Parties” or “Party”).
