Buchanan Ingersoll & Rooney Sample Contracts

BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Agreement and Plan of Merger • February 17th, 2010 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 20th, 2018 • Intellipharmaceutics International Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2018, between Intellipharmaceutics International Inc., a company organized under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AMONG
Stock Purchase Agreement • February 27th, 2007 • Harsco Corp • Fabricated structural metal products • Pennsylvania
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc.
Longeveron Inc. • April 11th, 2024 • Pharmaceutical preparations • New York

THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AGFEED INDUSTRIES, INC. Issuer AND [Trustee], Trustee
Indenture • June 30th, 2009 • Agfeed Industries, Inc • Agricultural prod-livestock & animal specialties • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of senior debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 11th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AGFEED INDUSTRIES, INC., Issuer AND [Trustee], Trustee
Agfeed Industries, Inc • June 30th, 2009 • Agricultural prod-livestock & animal specialties • New York
PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.
Longeveron Inc. • April 11th, 2024 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024, as amended on April 3, 2024, and April 9, 2

FIRST AMENDMENT
Credit Agreement • October 23rd, 2014 • M I Homes Inc • Operative builders • New York

FIRST AMENDMENT (this “First Amendment”), dated as of October 20, 2014 (the “First Amendment Effective Date”), to the Credit Agreement, dated as of July 18, 2013 (the “Credit Agreement”; the Credit Agreement, as modified by the First Amendment, the “Amended Credit Agreement”), among M/I HOMES, INC., an Ohio corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Existing Lenders”), PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), and the other agents party thereto.

Form of Representative’s Warrant Agreement
Longeveron LLC • February 3rd, 2021 • Pharmaceutical preparations • New York

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 "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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • August 18th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $3.00 per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”

Contract
Common Stock Purchase Warrant • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York

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 "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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

SERIES C/SERIES D] CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.
Longeveron Inc. • April 18th, 2024 • Pharmaceutical preparations • New York

THIS [SERIES C/SERIES D] CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 3rd, 2024 • Smith Micro Software, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2024, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Legal Services Agreement
Legal Services Agreement • January 5th, 2017

This Agreement establishes the terms and conditions of the agreement for legal services by and between Citizens Property Insurance Corporation (“Citizens”), and Buchanan Ingersoll & Rooney PC (“Firm”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., WALES ACQUISITION SUB CORP., WOMBAT SECURITY TECHNOLOGIES, INC. AND
Agreement and Plan of Merger • May 3rd, 2018 • Proofpoint Inc • Services-computer processing & data preparation • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 2, 2018 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Acquirer”), Wales Acquisition Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Wombat Security Technologies, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholders’ Agent.

CREDIT AGREEMENT
Credit Agreement • December 5th, 2011 • Precision Castparts Corp • Iron & steel foundries • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 30, 2011, among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Swing Line Lender and an L/C Issuer, and CITIBANK, N.A., as an L/C Issuer.

EQUITY CREDIT AGREEMENT BY AND BETWEEN COVENANT GROUP OF CHINA, INC. AND SOUTHRIDGE PARTNERS II, LP Dated January 31, 2010
Equity Credit Agreement • February 4th, 2010 • Covenant Group of China Inc • Metal mining • New York

THIS EQUITY CREDIT AGREEMENT entered into as of the 31st day of January, 2010 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and COVENANT GROUP OF CHINA, INC., a corporation organized and existing under the laws of the State of Nevada (the "COMPANY").

SMARTHEAT INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 11th, 2008 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania

This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June ___, 2008, is made by and between SmartHeat Inc., a Nevada corporation (the "Company"), and the undersigned investor (the "Investor").

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 14th, 2024 • Smith Micro Software, Inc. • Services-prepackaged software • New York
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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • August 7th, 2014 • JHH Capital, LLC • Retail-catalog & mail-order houses • Delaware

TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).

PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.
Longeveron Inc. • August 6th, 2024 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July __, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024, as amended on April 3,

CREDIT AGREEMENT Dated as of December 14, 2015 among PRECISION CASTPARTS CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent,
Credit Agreement • December 17th, 2015 • Precision Castparts Corp • Iron & steel foundries • New York

[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, in all material respects, and no Default has occurred and is continuing.]

AMENDMENT NO. ONE TO ASSET PURCHASE AGREEMENT BETWEEN CYPRESS BIOSCIENCE, INC. AND CELLATOPE CORPORATION
Asset Purchase Agreement • August 23rd, 2019 • Exagen Inc. • Services-medical laboratories • California

This Amendment No. One is made as of this 14th day of December by and between Exagen Diagnostics, Inc. (“Exagen”), a Delaware corporation and successor-in-interest to Cypress Bioscience, Inc. (“Cypress”), and Cellatope Corporation Liquidating Trust (the “Trust”), a trust formed pursuant to a certain Agreement and Declaration of Trust dated February 27, 2009 between Cellatope Corporation (“Cellatope”) and the Trustee and successor-in-interest to Cellatope, which, with Cypress, was party to that certain Asset Purchase Agreement, dated as of February 9, 2009 (the “Agreement”). Each of Exagen and the Trust is sometimes referred to herein as a “party,” and together Exagen and the Trust are sometimes referred to herein as “parties.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2011 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This Employment Agreement (“Agreement”) is made and entered into by and between DPAC Technologies Corp., a California corporation (the “Company”) and Steven D. Runkel, an individual (“Executive”), effective as of January 1, 2011.

CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.
Longeveron Inc. • June 18th, 2024 • Pharmaceutical preparations • New York

THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 18, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Agreement and Plan of Merger • February 26th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 16th day of February, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 11th, 2022 • Smith Micro Software, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2022, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 19th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

OPTION AMENDMENT, OPTION EXERCISE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
Option Exercise and Membership Interest Purchase Agreement • March 7th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York

Subject, however, to the following rights existing as of the Effective Date: oil and gas lease rights, public roads, public drainage ditches, easements for power lines, pipelines, railroads and rights-of-way, telephone lines, buried cables and all other easements and reservations.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 29th, 2008 • Agfeed Industries, Inc • Grain mill products • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 22, 2008 by and between AgFeed Industries, Inc., a Nevada corporation (the “ Company ”), and the investors named on Exhibit A hereto (each on “ Investor ” and collectively the “ Investors ”).

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