Ulmer & Berne Sample Contracts
Exhibit 2.16 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2000 • MJD Communications Inc • Telephone communications (no radiotelephone) • North Carolina
Standard Contracts
RECITALSConsulting Agreement • July 17th, 1997 • Osiris Therapeutics Inc
1 EXHIBIT 10.4 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 10th, 1997 • Universal Document MGMT Systems Inc • Ohio
1 Exhibit 10.37 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this 21st day of May, 1998, by and between Waterlink, Inc., a Delaware corporation (the "Company"), and T. Scott King ("Executive"). W I T N...Executive Employment Agreement • December 4th, 1998 • Waterlink Inc • Misc industrial & commercial machinery & equipment • Ohio
Exhibit 10.16Forbearance Agreement • November 15th, 2004 • Goodman Conveyor Co • Industrial trucks, tractors, trailors & stackers • Ohio
EXHIBIT 10.25 TRANSACTION AGREEMENT DATED AS OF FEBRUARY 26, 2003Transaction Agreement • March 26th, 2003 • Noven Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10(a) ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") made this _____ day of August , 2004, by and among LESCO SERVICES, INC., an Ohio corporation, having an address of 15885 Sprague Road,...Assignment and Assumption of Lease • November 3rd, 2004 • Lesco Inc/Oh • Agricultural chemicals • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among Buckeye Ventures, Inc., a Michigan corporation, with headquarters located at 4455 Lamont Street, Suite 3, San Diego, CA 92109 (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
SECURITY AGREEMENTSecurity Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of June 29, 2007, by and between BUKEYE VENTURES, INC., (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among BUCKEYE VENTURES, INC., a Michigan corporation, with its principal office located at 4455 Lamont Street, Suite 3, San Diego, CA 92109 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).
ESCROW AGREEMENTEscrow Agreement • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2007 among BUCKEYE VENTURES, INC., a Michigan corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and JAMES G. DODRILL II, P.A., as Escrow Agent hereunder (the "Escrow Agent").
Exhibit 10.5Credit Facility and Security Agreement • March 31st, 2006 • Continental Conveyor & Equipment Co • Industrial trucks, tractors, trailors & stackers • Ohio
Exhibit 1 CREDIT AGREEMENT This Credit Agreement (the "Agreement") is entered into as of the 30th day of April, 2001, by and between MERRYMEETING, INC., a Delaware corporation ("Borrower"); FIFTH THIRD BANK (NORTHEASTERN OHIO), an Ohio banking...Credit Agreement • May 14th, 2001 • Merrymeeting Inc • Specialty cleaning, polishing and sanitation preparations • Ohio
Exhibit 1 CREDIT AGREEMENT This Credit Agreement (the "Agreement") is entered into as of the 30th day of April, 2001, by and between MERRYMEETING, INC., a Delaware corporation ("Borrower"); FIFTH THIRD BANK (NORTHEASTERN OHIO), an Ohio banking...Credit Agreement • August 22nd, 2001 • Merrymeeting Inc • Specialty cleaning, polishing and sanitation preparations • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2023 • Malachite Innovations, Inc. • Services-commercial physical & biological research • Ohio
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 11, 2023, between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and [x], [an individual/corporation/x] (the “Purchaser”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2023 • Range Impact, Inc. • Services-commercial physical & biological research • Ohio
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 21, 2023, between Range Impact, Inc., a Nevada corporation (the “Company”), and [INVESTOR], a [ENTITY] (the “Purchaser”).
ARTICLE 1 THE MERGER 1.1. MERGERMerger Agreement • December 2nd, 1998 • GLB Bancorp Inc • State commercial banks • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 29th, 2022 • Malachite Innovations, Inc. • Services-commercial physical & biological research • Ohio
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 26, 2022, between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and HTGT Enterprises LLC, an Ohio limited liability company (the “Purchaser”).
AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • March 17th, 2015 • Myers Industries Inc • Plastics products, nec • Ohio
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of March 16, 2015 between MYERS INDUSTRIES, INC., an Ohio corporation (the “Company”), and JOHN C. ORR (the “Executive”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 12th, 2018 • IMH Financial Corp • Real estate • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2018, by and among IMH Financial Corporation, a Delaware corporation (the “Company”), and each of the other Persons signatory hereto or that executes and delivers a joinder agreement pursuant to Section 8. Capitalized terms used but not otherwise defined herein are defined in Section 13.
ContractInvestment Agreement • May 5th, 2020 • New York
EX-10.2 4 ex102-secondamendedandrest.htm EXHIBIT 10.2 Exhibit 10.2 SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT This SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT (this “Agreement”) is entered into as of the 31st day of May, 2018 by and among JPMorgan Chase Funding Inc., a Delaware corporation (“JPM”), JCP Realty Partners, LLC, a Delaware limited liability company (“JCP”), Juniper NVM, LLC, a Delaware limited liability company (“Juniper”; together with JCP, “Juniper Parties” and, together with JPM and JCP, “Investors”), and IMH Financial Corporation, a Delaware corporation (the “Company” and, together with Investors, the “Parties”). WHEREAS, the Company, JPM and SRE Monarch, LLC, a Delaware limited liability company (“Seller”) entered into that certain Preferred Stock Purchase Agreement dated as of April 11, 2017 (the “Purchase Agreement”), pursuant to which JPM purchased from Seller all of the outstanding shares (the “B-2 Purchased Shares”) of the Company’s Series B-2 Cumulativ
ContractSeries B-4 Cumulative Convertible Preferred Stock Subscription Agreement • May 5th, 2020 • Delaware
EX-10.1 4 ex-101seriesbx4preferredst.htm EXHIBIT 10.1 Execution Version Exhibit 10.1 SERIES B-4 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT THIS SERIES B-4 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of the 25th day of September, 2019 by and among IMH Financial Corporation, a Delaware corporation (the “Company”), and JPMorgan Chase Funding Inc. (the “Purchaser”). The Company and the Purchaser may each be referred to herein as a “Party” or collectively as the “Parties”. WHEREAS: A. The Parties are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). B. The Purchaser desires to purchase from the Company, and the Company
SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2015 • IMH Financial Corp • Real estate • Delaware
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
Exhibit 2.1 PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT --------------------------------------------------- THIS PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT, is made and entered into as of June 14, 2002, by and among Emulsion...Plan of Reorganization and Asset Purchase Agreement • August 15th, 2002 • 3m Co • Converted paper & paperboard prods (no contaners/boxes) • Ohio
AGREEMENT AND PLAN OF MERGER by and among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION, ENZO MERGER SUB, INC., FRANCIS DAVID CORPORATION D/B/A ELECTRONIC MERCHANT SYSTEMS THE STOCKHOLDERS OF SELLER and REPRESENTATIVE Dated as of July...Merger Agreement • August 10th, 2012 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of July 6, 2012 and is among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION, a Delaware corporation (“Parent”), ENZO MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), FRANCIS DAVID CORPORATION, an Ohio corporation (“Seller”), and the stockholders of Seller listed on Annex A (collectively, the “Stockholders” and together with Seller, the “Seller Agreement Parties”) and JAMES WEILAND, as representative of the Stockholders (the “Representative”).
WARRANTWarrant Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Michigan
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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 APPLICABLE STATE SECURITIES LAWS, 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.
CONTRIBUTION AGREEMENTContribution Agreement • December 13th, 2018 • Caird Exploration, Inc. • Metal mining • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 1, 2018 by and between Global Marine Archaeological Research, LLC, a Delaware limited liability company with its principal office at 18 Congress Street, Unit 307, Portsmouth, NH 03801 (email: dantay@me.com) (“GMAR”), Endurance Exploration Group, Inc., a Nevada corporation with its principal office at 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760 (email: micah@spartansecurities.com) (“EXPL”), and Caird Exploration, Inc., a Delaware corporation with its principal office at 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760 (email: dantay@me.com and micah@spartansecurities.com) (the “Company”).
EXCHANGE AGREEMENT DATED AS OF SEPTEMBER 30, 2008, AMONG HANOVER CAPITAL MORTGAGE HOLDINGS, INC., AMSTER TRADING COMPANY AND RAMAT SECURITIES, LTDExchange Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New York
EXCHANGE AGREEMENT, dated as of September 30, 2008 (this “Agreement”), among Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (“Hanover”), Amster Trading Company, an Ohio corporation, and Ramat Securities, LTD, an Ohio limited liability company (each a “Seller” and, collectively, the “Sellers”).
ContractCommon Stock Purchase Warrant • March 31st, 2011 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • Nevada
THESE SECURITIES HAVE NOT 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 “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT OR OTHERWISE PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
OIL AND GAS LEASEOil and Gas Lease • May 8th, 2013 • Ohio
THIS AGREEMENT, made this day of , 2013, between City of North Royalton, 13834 Ridge Road, North Royalton, Ohio 44133 Lessor, and CUTTER OIL COMPANY, 9270 Cedar Valley Road, West Salem, Ohio 44287, Lessee, does witness:
PROMISSORY NOTEPromissory Note • November 7th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Ohio
THIS PROMISSORY NOTE (this “Note”) is made as of the 3rd day of November, 2003, by HORIZON GROUP PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), to the order of PLEASANT LAKE APTS. LIMITED PARTNERSHIP, an Ohio limited partnership (“Lender”).
WITNESSETH:Credit Facility and Security Agreement • October 7th, 2004 • Goodman Conveyor Co • Industrial trucks, tractors, trailors & stackers • Ohio
SUBSCRIPTION AGREEMENTSubscription Agreement • April 29th, 2021 • Ohio
DEFERRAL AND CONSENT AGREEMENTDeferral and Consent Agreement • July 29th, 2019 • IMH Financial Corp • Real estate • Delaware
This DEFERRAL AND CONSENT AGREEMENT (this “Agreement”), effective as of April 1, 2019, is being entered into on July 23, 2019, by and among IMH Financial Corporation, a Delaware corporation (the “Company”), JPMorgan Chase Funding Inc., a Delaware corporation (“JPM”), JCP Realty Partners, LLC, a Delaware limited liability company (“JCP”), and Juniper NVM, LLC, a Delaware limited liability company (“Juniper”; each of JPM, JCP and Juniper, together with their successors and assigns and any other party that executes a joinder hereto or otherwise becomes bound hereby, is referred to herein as a “Stockholder” and they are collectively referred to herein as the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Certificate of Designation (as defined below).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 16th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Ohio
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of December, 2003, by and between DNA DREAMFIELDS COMPANY, LLC, an Ohio limited liability company having its principal place of business located at 14 West Park Place, Oxford, Ohio 45056 (“Licensor”), and DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation having its principal place of business located at One Pasta Avenue, Carrington, North Dakota 58421 (“Licensee”).
