SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2023 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023, between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2011 • Recovery Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2011, between Recovery Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
—] Shares PERFORMANT FINANCIAL CORPORATION COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2013 • Performant Financial Corp • Services-miscellaneous business services • New York
The undersigned understands that Goldman, Sachs & Co. and Morgan Stanley & Co. LLC propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Performant Financial Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
Underwriting AgreementUnderwriting Agreement • May 6th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York
Fillmore CCA Investment, LLC (the “Selling Stockholder”), a stockholder of ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Jefferies LLC and Goldman, Sachs & Co. are acting as representatives (together, the “Representatives” or “you”), an aggregate of 12,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,800,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2009 • Vlov Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2009, by and among VLOV, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SHARES OF COMMON STOCK OF TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2019 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
The undersigned, Tonix Pharmaceuticals Holding Corp., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Tonix Pharmaceuticals Holding 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 which Aegis Capital Corp. (“Aegis”) is acting as representative to the several Underwriters (in such capacity, 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.
PLACEMENT AGENCY AGREEMENT June 25, 2015Placement Agency Agreement • June 26th, 2015 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000 of registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) and Series F common stock purchase Warrants to purchase shares of Common Stock (the “Warrants” and the Warrants together with the Shares, the “Securities”) to purchase shares of Common Stock directly to various investors (each, an “Investor” and, collectively, the “Investors”) through WestPark Capital, Inc., as exclusive placement agent (the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
S&W SEED COMPANYAt Market Issuance Sales Agreement • May 17th, 2022 • S&W Seed Co • Agricultural production-crops • New York
REAL GOODS SOLAR, INC. UNDERWRITING AGREEMENT 2,800 Shares of Preferred Stock Warrants to Purchase up to 509,090 Shares of Common StockUnderwriting Agreement • September 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
REAL GOODS SOLAR, INC., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), 2,800 units (“Units”), each Unit consisting of (i) one share of Series A 12.5% Mandatorily Convertible Preferred Stock (each a “Share” and, collectively, the “Shares”) of preferred stock, par value $0.0001 per share (the “Preferred Stock”), initially convertible into 181.8181 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Conversion Shares”, including for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock issuable upon exercise of the Representative Warrant (as defined below)) and (ii) a Series H Warrant (each a “Warrant”) to purchase 181.8181 shares of Common Stock, and the sha
●] Shares PlayAGS, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
10,000,000 Shares PINNACLE ENTERTAINMENT, INC. Common Stock ($0.10 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2007 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), proposes to sell 10,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $.10 per share (the “Common Stock”) to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”), for whom Bear, Stearns & Co. Inc. and Lehman Brothers Inc. are acting as the representatives (“you” or the “Representatives”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.”
CREDIT AGREEMENT dated as of December 16, 2011 among HMS HOLDINGS CORP., The GUARANTORS Party Hereto, The LENDERS Party Hereto and CITIBANK, N.A., as Administrative AgentCredit Agreement • December 19th, 2011 • HMS Holdings Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of December 16, 2011, among HMS HOLDINGS CORP., the GUARANTORS party hereto, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2024 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
6,015,000 Shares1 Full House Resorts, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2021 • Full House Resorts Inc • Hotels & motels • New York
Full House Resorts, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,015,000 shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 902,250 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
4,000,000 Shares PlayAGS, Inc. Secondary Offering of Common Stock (Shelf) UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2019 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
9,600,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 18th, 2009 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Wynn Resorts, Limited, a Nevada corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 9,600,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the Underwriters are set forth opposite the Underwriters’ names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 1,440,000 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The offering and sale of the Shares is referred to herein as the “Offering.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2014 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2014, by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 21st, 2017 • HMS Holdings Corp • Services-business services, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 3, 2013, as amended by Amendment No. 1, dated as of March 8, 2017, and Amendment No. 2 dated as of December 19, 2017 (this “Agreement”), among HMS HOLDINGS CORP. (the “Borrower”), the GUARANTORS party hereto, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
PLACEMENT AGENCY AGREEMENT January 16, 2013Placement Agency Agreement • January 23rd, 2013 • MusclePharm Corp • Pharmaceutical preparations • Colorado
4,250,000 Shares PlayAGS, Inc. Secondary Offering of Common Stock (Non-shelf) UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2018 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT consisting of a $850,000,000 Initial Term Loan Facility, and a $400,000,000 Revolving Credit Facility dated as of July 26, 2024 by and among CONCENTRA GROUP HOLDINGS PARENT, INC., as Holdings CONCENTRA HEALTH SERVICES, INC., as the...Credit Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • New York
CREDIT AGREEMENT dated as of July 26, 2024, by and among CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Holdings”), CONCENTRA HEALTH SERVICES, INC., a Nevada corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
CREDIT AGREEMENT Dated as of September 16, 2014 among STOCKBRIDGE/SBE HOLDINGS, LLC, as Borrower, STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS PARTY HERETO and...Credit Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of September 16, 2014 among STOCKBRIDGE/SBE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES LLC, as lead arranger (in such capacity, “Arranger”) and sole bookrunning manager (in such capacity, “Bookrunner”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, Swingline Lender and the Issuing Bank, and UNION GAMING ADVISORS, LLC, as documentation agent (in such capacity, “Documentation Agent”).
CREDIT AGREEMENT Dated as of June 16, 2011 among NP OPCO LLC, as Borrower, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, and J.P. MORGAN...Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011, among NP OPCO LLC, a Nevada limited liability company (the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, J.P. MORGAN SECURITIES LLC, as Syndication Agent (in such capacity, the “Syndication Agent”) and DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2014 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2014, by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each a “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT November 13, 2007Underwriting Agreement • November 13th, 2007 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • California
TONIX PHARMACEUTICALS HOLDING CORP. 8-KPlacement Agency Agreement • March 29th, 2024 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sole placement agent, and Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, in connection with the proposed registered direct offering (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) Series E warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually sold by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be
CREDIT AGREEMENT Dated as of December 10, 2019, among PLAYTIKA HOLDING CORP., as the Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE LOAN FUNDING LLC, GOLDMAN SACHS BANK USA and UBS...Credit Agreement • October 16th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of December 10, 2019 (this “Agreement”), among PLAYTIKA HOLDING CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties.
AUTOZONE, INC. (a Nevada corporation) 3.70% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENT Dated: April 17, 2012Underwriting Agreement • April 19th, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
PURCHASE AND SALE CONTRACT BETWEEN ORP ONE L.L.C., a Maryland limited liability company AS SELLER AND TMF I FAIRLANE, LLC, a Delaware limited liability company AS PURCHASER FAIRLANE EAST APARTMENTS Page PURCHASER 17 Seller’s Partners 34 EXHIBITS AND...Purchase and Sale Contract • May 5th, 2020 • Michigan
THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 11th day of October, 2010 (the "Effective Date"), by and between ORP ONE L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and TMF I FAIRLANE, LLC, a Delaware limited liability company, having a principal address at 360 N. Michigan Avenue, Suite 1400, Chicago, Illinois 60601 ("Purchaser").
CREDIT AGREEMENT Dated as of October 15, 2012 among R. R. DONNELLEY & SONS COMPANY, as the Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, BANK OF AMERICA, N.A. THE BANK OF...Credit Agreement • October 16th, 2012 • RR Donnelley & Sons Co • Commercial printing • New York
This CREDIT AGREEMENT is entered into as of October 15, 2012 among R. R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Company”), the Guarantors (defined herein) party hereto from time to time, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 24, 2013 among MARINA DISTRICT FINANCE COMPANY, INC., as the Borrower, MARINA DISTRICT DEVELOPMENT COMPANY, LLC, as the Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Credit Agreement • July 26th, 2013 • Marina District Finance Company, Inc. • Hotels & motels • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 24, 2013 (this “Agreement”), among MARINA DISTRICT FINANCE COMPANY, INC., a New Jersey corporation (the “Borrower”), MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company (“MDDC”; and together with the Borrower, the “Credit Parties”), the various financial institutions as are or may become parties hereto (collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as L/C Issuer, Swing Line Lender and administrative agent for the Lenders.
AUTOZONE, INC. (a Nevada corporation) 2.875% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: November 1, 2012Underwriting Agreement • November 2nd, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2016 • Southwestern Public Service Co • Electric & other services combined • New York
NexMed, Inc. DOCS® financing facility $10,000,000 of Common Stock, $0.001 par value SALES AGREEMENT April 21, 2010Sales Agreement • April 21st, 2010 • Nexmed Inc • Pharmaceutical preparations • New York
THIS SALES AGREEMENT (the “Agreement”) dated as of April 21, 2010 between Brinson Patrick Securities Corporation, having its principal office at 1515 Broadway, 11th Floor, New York, New York 10036 (the “Sales Manager”) and NexMed, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2019 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2019, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
