Dated as of December 1, 2015 by and among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-3 Holder) South Plains Mall LoanCo-Lender Agreement • February 18th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc36 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 1, 2015 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”) and GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • November 22nd, 2021 • Bank 2021-Bnk37 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 12, 2021, between National Cooperative Bank, N.A., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
TherapeuticsMD, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • February 16th, 2021 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
TherapeuticsMD, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto, if any (the “Underwriters”), for whom Cantor Fitzgerald & Co. is acting as representative (the “Representative”, “you” or “your”), an aggregate of 59,459,460 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 8,918,919 additional shares (the “Optional Shares”) of 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”).
CUSTODY AGREEMENTCustody Agreement • January 14th, 2022 • Connors Funds • Delaware
THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between CONNORS FUNDS, a Delaware statutory trust, (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 5th, 2021 • New York
UNDERWRITING AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters BRIACELL THERAPEUTICS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (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 BriaCell Therapeutics Corp., (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • October 14th, 2020 • Community Financial Corp /Md/ • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 14, 2020, and is made by and among The Community Financial Corporation, a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
UNITED COMMUNITY BANKS, INC. SUBORDINATED DEBENTURES DUE 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • United Community Banks Inc • State commercial banks • New York
INTERFACE, INC., as Issuer, the Guarantors party hereto from time to time and REGIONS BANK, as Trustee ________________________ INDENTURE Dated as of November 17, 2020 ________________________ 5.50% Senior Notes due 2028Indenture • November 18th, 2020 • Interface Inc • Carpets & rugs • New York
INDENTURE, dated as of November 17, 2020, among INTERFACE, INC., a Georgia corporation (together with its successors and assigns, the “Issuer”), the Guarantors (as defined below) party hereto from time to time and REGIONS BANK, a state-chartered bank under the laws of Alabama, as Trustee (as defined below).
FUND SERVICES AGREEMENTFund Services Agreement • August 14th, 2015 • Hays Series Trust • New York
THIS FUND SERVICES AGREEMENT (this “Agreement”) made as of the 16th day of June, 2015, by and between Hays Series Trust, a Delaware statutory trust having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.
COLUMBIA FINANCIAL, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT February 8, 2018Agency Agreement • February 14th, 2018 • Columbia Financial, Inc. • Savings institution, federally chartered • New York
Columbia Financial, Inc., a Delaware corporation (the “Company”), Columbia Bank MHC, a federally chartered mutual holding company (the “MHC”) and Columbia Bank, a federally chartered stock savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 49,832,345 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities.” In addition, as described herein, the Company will contribute a number of shares of Common Securities to the Columbia Bank Foundation (the “Foundation”) equal to 3% of the Company’s issued and outstanding shares of Common Stock upon completion of the Offerings (such shares hereinafter being referred to as the “Foundation Shares”).
AJS BANCORP, INC. (a Maryland-chartered Stock Corporation) Up to 1,223,198 Shares (Subject to Increase Up to 1,406,677 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT August 12, 2013Agency Agreement • August 16th, 2013 • AJS Bancorp, Inc. • National commercial banks • New York
Up to 11,787,500 Shares NorthEast Community Bancorp, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT May 14, 2021Agency Agreement • May 20th, 2021 • NorthEast Community Bancorp, Inc./Md/ • Savings institutions, not federally chartered • New York
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • February 20th, 2020 • Aaron's Inc • Services-equipment rental & leasing, nec • Georgia
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • December 20th, 2022 • Ultimus Managers Trust • Nebraska
This ETF Distribution Agreement (this “Agreement”) is effective the 22nd day of April 2021, between Ultimus Managers Trust, an unincorporated Ohio business trust (the “Trust”), on behalf of itself and the fund(s) listed on Schedule B, as may be amended from time to time (each, a “Fund”, and collectively, the “Funds”), and Northern Lights Distributors, LLC a Nebraska limited liability company (the “Distributor”).
FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of February 28, 2024 CHICAGO ATLANTIC LINCOLN, LLC THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO as Borrowers THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and [***]...Loan and Security Agreement • March 12th, 2024 • Chicago Atlantic Real Estate Finance, Inc. • Real estate investment trusts • New York
AGREEMENT (this “Agreement”) is dated as of February 28, 2024, among CHICAGO ATLANTIC LINCOLN, LLC, a Delaware limited liability company (“CAL”), the other Persons from time to time party hereto as borrowers (such Persons, collectively with CAL, the “Borrowers” and each a “Borrower”), the financial institutions party to this Agreement from time to time as Lenders, [***] BANK, an [***] state banking association, as administrative agent for the Lenders (in such capacity, “Agent”), and [***] BANK and [***] BANK, as Joint Lead Arrangers.
CONSULTING AGREEMENTConsulting Agreement • February 28th, 2023 • Centaur Mutual Funds Trust • Nebraska
THIS CONSULTING AGREEMENT (this “Agreement”) dated September 26, 2022 (the “Effective Date”), is entered into by and between CENTAUR MUTUAL FUNDS TRUST, a Delaware statutory trust having its office and principal place of business at 475 Park Avenue South, 9th Floor, New York, New York 10016 (the “Trust”), and NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company having its office and principal place of business at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022 (“NLCS”).
JAMES RIVER COAL COMPANY and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
INDENTURE, dated as of March 29, 2011, between JAMES RIVER COAL COMPANY, a Virginia corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a banking association organized under the laws of the United States, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 3.125% Convertible Senior Notes due 2018 (the “Securities”).
PLACEMENT AGENCY AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Placement Agent BRIACELL THERAPEUTICS CORP.Placement Agency Agreement • May 27th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (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 BriaCell Therapeutics Corp. (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Placement Agent”) as follows:
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • September 27th, 2022 • Proshares Trust • New York
THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of January 19, 2022 (the "Effective Date") by and between the Ultimus Managers Trust, on behalf of its separate series listed on Schedule A, severally and not jointly (each, an "Acquiring Fund"), and ProShares Trust (the "Trust"), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption "Precautionary Notes: Funds Not Covered by the Agreement" on https://www.proshares.com/investment_agreement.html, severally and not jointly (each, an "Acquired Fund"). Each Acquiring Fund and each Acquired Fund is referred to as a "Fund".
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 20th, 2013 • Independent Bank Corp • State commercial banks • Massachusetts
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 14, 2013, by and among Independent Bank Corp., a Massachusetts corporation (“Buyer”), Rockland Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Buyer (“Buyer Bank”), Mayflower Bancorp, Inc., a Massachusetts corporation (“Company”), and Mayflower Co-operative Bank, a Massachusetts-chartered co-operative bank and wholly owned subsidiary of Company (“Company Bank”).
PB BANCORP, INC. (a Maryland corporation) Up to 3,953,125 Shares (Subject to increase to up to 4,546,094 shares) COMMON STOCK ($0.01 Par Value) Offering Price $8.00 Per Share AGENCY AGREEMENTAgency Agreement • September 11th, 2015 • PB Bancorp, Inc. • New York
UNDERWRITING AGREEMENT 4,619,773 Common Shares and 4,619,773 Warrants ONCOLYTICS BIOTECH Inc. (incorporated under the Business Corporations Act (Alberta))Underwriting Agreement • August 16th, 2019 • Oncolytics Biotech Inc • Pharmaceutical preparations • New York
Oncolytics Biotech Inc., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters") for whom Ladenburg Thalmann & Co. Inc. is acting as representative (the "Representative"), an aggregate of (i) 4,619,773 common shares (each, a "Firm Share"), no par value, of the Company (the "Common Shares"), and (ii) 4,619,773 Common Share purchase warrants (the “Firm Warrants”). The Company also proposes to grant to the Underwriters an option to purchase up to (i) 692,965 additional Common Shares (the "Option Shares" and, together with the Firm Shares, the "Shares"), and (ii) 692,965 additional warrants (the “Option Warrants” and together with the Firm Warrants, the “Warrants”). The common shares issuable upon exercise of the Firm Warrants and the Option Warrants are collectively referred to as the “Warrant Shares.” The Firm Shares, the Option Shares, the Firm Warrants, the Option
Allegiance Bancshares, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2019 • Allegiance Bancshares, Inc. • State commercial banks • New York
Allegiance Bancshares, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $60,000,000 aggregate principal amount of the Company’s 4.70% Fixed-to-Floating Rate Subordinated Notes due October 1, 2029 (the “Securities”). The Securities will be issued pursuant to an indenture, dated September 20, 2019 (the “Base Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securitie
VOTING AGREEMENTVoting Agreement • August 1st, 2017 • Community Financial Corp /Md/ • State commercial banks • Maryland
This VOTING AGREEMENT, dated as of [•], 2017 (this “Agreement”), is executed by and among The Community Financial Corporation, a Maryland corporation (“Parent”), and the shareholders of County First Bank, a Maryland-chartered commercial bank (the “Company”), who are signatories hereto (each a “Shareholder,” and collectively the “Shareholders” ). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 28th, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia
This Agreement and Plan of Merger is made and entered into as of June 26, 2011, by and among: Scientific Conservation, Inc., a Delaware corporation (“Parent”); Scrabble Acquisition, Inc., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and Servidyne, Inc., a Georgia corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Illinois
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of January 31, 2022 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement and including, for the avoidance of doubt, Vireo Charm City (as defined in the Credit Agreement)), the Lenders (as defined in the Credit Agreement) party hereto, and CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”, and together with Administrative Agent, collectively, “Agents” and each, an “Agent”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 11, 2018 BY AND BETWEEN BERKSHIRE HILLS BANCORP, INC. AND SI FINANCIAL GROUP, INC.Merger Agreement • December 11th, 2018 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Delaware
This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 (“Agreement”), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation (“Purchaser”), and SI Financial Group, Inc., a Maryland corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 5th, 2018 • Andritz Ag • Broadwoven fabric mills, man made fiber & silk • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of June 24, 2018, is made by and among each of the Persons set forth on Schedule A hereto (individually, a “Stockholder” and, collectively, the “Stockholders”), and Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
PULASKI FINANCIAL CORP. (a Missouri corporation) 32,538 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2012 • Pulaski Financial Corp • Savings institution, federally chartered • New York
Pulaski Financial Corp., a Missouri corporation (the “Company”), Pulaski Bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with [ ] (“[ ]”) and [ ] (“[ ],” and collectively with [ ], the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom [ ] and [ ] are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 32,538 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.”
AMENDED AND RESTATED CREDIT AGREEMENT among AGL RESOURCES INC., as Guarantor, AGL CAPITAL CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, SUNTRUST BANK and...Credit Agreement • November 17th, 2011 • Agl Resources Inc • Natural gas distribution • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 10, 2011, among AGL RESOURCES INC., a Georgia corporation (“Holdings”), AGL CAPITAL CORPORATION, a Nevada corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as administrative agent (in such capacity, the “Administrative Agent”) and as an Issuing Lender, SUNTRUST BANK (“SunTrust”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), as co-syndication agents (in such capacity, the “Co-Syndication Agents”) and JPMorgan Chase Bank as an Issuing Lender, and BANK OF AMERICA, N.A. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, as co-documentation agents (in such capacity, the “Co-Documentation Agents”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • May 5th, 2020 • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 17, 2015, and is made by and among Wellesley Bancorp, Inc., a Maryland corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters BRIACELL THERAPEUTICS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (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 BriaCell Therapeutics Corp., (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENT dated as of April 19, 2011 by and among FIRST MARINER BANCORP, FIRST MARINER BANK and PRIAM CAPITAL FUND I, LPSecurities Purchase Agreement • April 25th, 2011 • First Mariner Bancorp • State commercial banks • New York
SECURITIES PURCHASE AGREEMENT, dated as of April 19, 2011 (this “Agreement”), by and among First Mariner Bancorp, a Maryland corporation (the “Company”), First Mariner Bank, a Maryland trust company (the “Company Bank”), and Priam Capital Fund I, LP, a Delaware limited partnership (the “Investor”).
Dime Community Bancshares, Inc. 4.50% Fixed-to-Floating Rate Subordinated Debentures due June 15, 2027 Underwriting AgreementUnderwriting Agreement • June 13th, 2017 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
