REGISTRY AGREEMENTRegistry Agreement • November 17th, 2022
(the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and , a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2023, between Bluejay Diagnostics, 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”).
REGISTRY AGREEMENTRegistry Agreement • November 16th, 2024
This REGISTRY AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and TelecityGroup International Limited, a company formed under the laws of the United Kingdom (“Registry Operator”).
INDEMNITY AGREEMENTIndemnification Agreement • July 8th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2024 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances
This Agreement is made pursuant to the Investment Agreement, dated as of January 8, 2024, between the Company and the Investor (as amended, amended and restated or otherwise modified from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, in each case on the Closing Date (as defined in the Investment Agreement), an aggregate of 56,342,355 shares (the “Shares”) of common stock, $0.001 par value of the Company (the “Common Stock”).
UNDERWRITING AGREEMENT between Fly-E Group, Inc. and The Benchmark Company, LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENT between Fly-E Group, Inc. and The Benchmark Company, LLC as Representative of the Several UnderwritersUnderwriting Agreement • June 7th, 2024 • Fly-E Group, Inc. • Motor vehicles & passenger car bodies • New York
FORM OF WARRANT AGREEMENTWarrant Agreement • August 18th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This Warrant Agreement (“Agreement”) is made as of [●], 2022 between EF Hutton Acquisition Corporation I, a Delaware corporation, with offices at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PROCEPT BIOROBOTICS CORPORATION (a Delaware corporation) 1,923,076 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2024 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • New York
PRECIGEN, INC. 15,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 26th, 2021 • Precigen, Inc. • Pharmaceutical preparations • New York
Precigen, Inc., a Virginia corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 15,000,000 shares (the “Underwritten Shares”) of Common Stock, no par value per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 2,250,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2023 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2023, by and between Phio Pharmaceuticals Corp., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Medera Inc., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRY AGREEMENTRegistry Agreement • January 13th, 2015
This REGISTRY AGREEMENT (this “Agreement”) is entered into as of _________________ (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and TelecityGroup International Limited, a company formed under the laws of the United Kingdom (“Registry Operator”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2022 among NOODLES & COMPANY, as the Borrower, each other Loan Party party hereto, as Administrative Agent, L/C Issuer and Swing Line Lender, THE OTHER LENDERS PARTY HERETO, and as sole lead...Credit Agreement • July 27th, 2022 • NOODLES & Co • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 27, 2022, among NOODLES & COMPANY, a Delaware corporation (the “Borrower”), each other Loan Party party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender.
Number of Shares] SkyWater Technology, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2019 • NextCure, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [·], between NEXTCURE, INC., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
RADIUS GLOBAL INFRASTRUCTURE, INC., APW OPCO LLC as Guarantor AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 13, 2021 2.50% Convertible Senior Notes due 2026Indenture • September 13th, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • New York
INDENTURE dated as of September 13, 2021 among Radius Global Infrastructure, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), APW OpCo LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the other parties listed on the signature pages hereto, and the other Holders (as defined below) hereunder from time to time.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2024 • Fly-E Group, Inc. • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Fly-E Group, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Mind Medicine (MindMed) Inc. Common Shares (no par value per share) Sales AgreementSales Agreement • June 28th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
AMENDMENT NO. 3 Dated as of October 9, 2018 to CREDIT AGREEMENT Dated as of August 30, 2017Credit Agreement • May 7th, 2019 • Papa Johns International Inc • Retail-eating places • New York
CREDIT AGREEMENT dated as of August 30, 2017 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among PAPA JOHN’S INTERNATIONAL, INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Documentation Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Senior Managing Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1,700,000 Shares SHOCKWAVE MEDICAL, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2022, by and between PLUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REGISTRY AGREEMENTRegistry Agreement • July 17th, 2015
This REGISTRY AGREEMENT (this “Agreement”) is entered into as of _________________ (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and LPL Holdings, Inc., a Massachusetts corporation (“Registry Operator”).
ADVANCE AUTO PARTS, INC. Underwriting AgreementUnderwriting Agreement • March 7th, 2023 • Advance Auto Parts Inc • Retail-auto & home supply stores • New York
Advance Auto Parts, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 5.900% Notes due 2026 (the “2026 Notes”) and $300,000,000 principal amount of its 5.950% Notes due 2028 (the “2028 Notes”, and, together with the 2026 Notes, the “Notes”). The Notes will be guaranteed on an unsecured basis (the “Subsidiary Guarantee” and, together with the Notes, the “Securities”) by Advance Stores Company, Incorporated (the “Subsidiary Guarantor”). The Securities will be issued pursuant to a tenth supplemental indenture, to be dated as of the Closing Date (as defined below) (the “Tenth Supplemental Indenture”), to the Indenture, dated as of April 29, 2010 (as amended or supplemented as of the date hereof, “Base Indenture” and, together with the Tenth Supplemental Indenture, the “Indenture”), among
Park Hotels & Resorts Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 8th, 2018 • Park Hotels & Resorts Inc. • Hotels & motels • New York
Park Hotels & Resorts Inc., a Delaware corporation (the “Company”) confirms that the stockholders of the Company named in Schedule I hereto (the “Selling Stockholder”) has proposed, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (“you” or the “Representatives”), an aggregate of 34,479,524 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company, and, at the election of the Underwriters, up to 5,171,929 additional shares (the “Optional Shares”) of 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.” To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Un
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 11th, 2021 • OptiNose, Inc. • Pharmaceutical preparations • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Contineum Therapeutics, Inc. (a Delaware corporation) [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • April 1st, 2024 • Contineum Therapeutics, Inc. • Pharmaceutical preparations
Contineum Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ACADIA HEALTHCARE COMPANY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.000% SENIOR NOTES DUE 2029 INDENTURE Dated as of October 14, 2020 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 14th, 2020 • Acadia Healthcare Company, Inc. • Services-specialty outpatient facilities, nec • New York
INDENTURE dated as of October 14, 2020 among Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.
RLJ LODGING TRUST, L.P., as Issuer, RLJ LODGING TRUST, as Parent, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.000% SENIOR SECURED NOTES DUE 2029 INDENTURE DATED AS OF SEPTEMBER 13,...Indenture • September 16th, 2021 • RLJ Lodging Trust • Real estate investment trusts • New York
INDENTURE dated as of September 13, 2021 among RLJ Lodging Trust, L.P., a Delaware limited partnership (the “Issuer”), RLJ Lodging Trust, a Maryland real estate investment trust (“Parent”), the Subsidiary Guarantors (as hereinafter defined) party hereto, and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”).
7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021Convertible Security Agreement • August 14th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
MADRIGAL PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • June 1st, 2021 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Madrigal Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
WARRANT AGREEMENT between AxonPrime Infrastructure Acquisition Corporation and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 17, 2021, is by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • August 26th, 2024 • Trident Digital Tech Holdings LTD • Services-business services, nec • New York
The undersigned, Trident Digital Tech Holdings Ltd, an exempted company incorporated in the Cayman Islands with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Trident Digital Tech Holdings Ltd, the “Company”) hereby confirms its agreement (this “Agreement”) with Underwriters named in Schedule 1 hereto (the “Underwriters,” or each, an “Underwriter,” and, together with the Company, the “Parties”), as follows:
