SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2015 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2015, between Acura Pharmaceuticals, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNION BANKSHARES CORPORATION 4,725,000 Shares of Common Stock (Par Value $1.33 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2009 • Union Bankshares Corp • State commercial banks • New York
NEDBANK GROUP LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of ___________, 2010Deposit Agreement • September 15th, 2010 • Bank of New York / Adr Division • American depositary receipts • New York
Controlled Equity OfferingSM Sales AgreementSales Agreement • April 11th, 2014 • Paramount Gold & Silver Corp. • Metal mining • New York
Paramount Gold and Silver Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AVINGER, INC. COMMON STOCK SALES AGREEMENTSales Agreement • February 3rd, 2016 • Avinger Inc • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENT By and Among SYNALLOY CORPORATION and STERNE, AGEE & LEACH, INC. and BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC As Representatives of the Several UnderwritersUnderwriting Agreement • September 30th, 2013 • Synalloy Corp • Steel pipe & tubes • New York
The undersigned, Synalloy Corporation, a corporation formed under the laws of the State of Delaware (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 Synalloy Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with Sterne, Agee & Leach, Inc. and BB&T Capital Markets, a division of BB&T Securities, LLC (hereinafter collectively referred to as “you” (including its correlatives) or the “Representatives”), and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
OMEROS CORPORATION Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • January 6th, 2016 • Omeros Corp • Pharmaceutical preparations • New York
Omeros Corporation, a Washington corporation (the “Company”), confirms its agreement (this “Agreement”), with JonesTrading Institutional Services LLC (the “Agent”), as follows:
] Shares ALDER BIOPHARMACEUTICALS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
MARINUS PHARMACEUTICALS, INC. Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 13, 2015Equity Distribution Agreement • August 13th, 2015 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • New York
Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with JMP Securities LLC (the “Placement Agent”), as follows:
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • April 10th, 2015 • Asterias Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Asterias Biotherapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:
MOMENTA PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • April 21st, 2015 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 on the terms set forth in Section 2 of this At-the-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • April 9th, 2015 • CorMedix Inc. • Pharmaceutical preparations • New York
CATALYST BIOSCIENCES, INC. Common Stock ($0.001 par value per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • March 16th, 2016 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
CATALYST BIOSCIENCES, INC. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (the “Agent”), as follows:
DELCATH SYSTEMS, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 28th, 2013 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
Delcath Systems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to (i) 20,960,000 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), and (ii) 9,432,000 warrants to purchase shares of Common Stock (the “Warrants”) to certain investors (each an “Investor” and, collectively, the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-183675). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares” and the Shares, the Warrants and the Warrant Shares are hereinafter referred to as the “Securities”. The Securities are more fully described in the Prospectus (as defined below). The Company desires to engage Roth Capital Partners, LLC (“Roth”) in connection with such issuance and sale of the Securities.
4,000,000 Shares of Common Stock AMERICAN SUPERCONDUCTOR CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2015 • American Superconductor Corp /De/ • Motors & generators • New York
AGENUS INC. Common Stock (par value 0.01) AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • October 10th, 2014 • Agenus Inc • Biological products, (no disgnostic substances) • New York
Agenus Inc., a Delaware corporation (the “Company”), confirms its agreement with MLV & Co. LLC, a Delaware limited liability company (“MLV” or the “Agent”), as follows:
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 20, 2015, and is made by and among Blue Ridge Bankshares, Inc., a Virginia corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
9,090,909 Shares of Common Stock and Warrants to Purchase 8,181,818 Shares of Common Stock AMERICAN SUPERCONDUCTOR CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2014 • American Superconductor Corp /De/ • Motors & generators • New York
AVEO PHARMACEUTICALS, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 27th, 2015 • Aveo Pharmaceuticals Inc • Pharmaceutical preparations • New York
Aveo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:
GWG Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance • New York
GWG Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through Halen Capital Management, Inc. (the “Representative”), who is acting as the representative of the several underwriters (the “Underwriters”) listed on Schedule I hereto, on a best efforts basis, up to $20,000,000 in principal amount of the Company’s 7.50% L Bonds due 2018 (the “L-Bonds”), in minimum denominations of $1,000. The L-Bonds are to be issued pursuant to the provisions of an Indenture dated as of October 19, 2011 (the “Base Indenture”), as supplemented by the First Amendment to Indenture dated as of December 15, 2011, and Amendment No. 2 to Indenture dated as of January 9, 2015 (collectively, the “Indenture”) between the Company, the subsidiary guarantor named therein and Bank of Utah, National Association (the “Trustee”). The L-Bonds will be unconditionally guaranteed as to the paym
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 26th day of February, 2018 (the “Effective Date”), by and between COF NORTH, LLC, a Virginia limited liability company (“COF”), and COF NORTH II, LLC, a Virginia limited liability company (“COF II”, and together with COF collectively, the “Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Buyer”).
FIRST CAPITAL BANCORP, INC. (a Virginia corporation) 10,958 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New York
DELCATH SYSTEMS, INC. 2,460,000 Shares of Common Stock and Warrants to Purchase 1,107,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2015 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
YUMA ENERGY, INC. 477,273 Shares (Plus up an Option to Purchase up to 71,590 Shares to Cover Overallotments) UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2014 • Yuma Energy, Inc. • Crude petroleum & natural gas • New York
Yuma Energy, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule IV hereto (the “Underwriters”), for whom MLV & Co. LLC is acting as representative (the “Representative”), an aggregate of 477,273 shares (the “Firm Shares”) of the Company’s 9.25% Series A Cumulative Redeemable Preferred Stock, no par value per share (the “Preferred Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional 71,590 shares of Preferred Stock (the “Option Shares”) as may be necessary to cover overallotments made in connection with the offering of the Firm Shares. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Securities”.
SECTION 1.1 The Merger 2 SECTION 1.2 Closing 2 SECTION 1.3 Effective Time 2 SECTION 1.4 Effects of the Merger 3 SECTION 1.5 Certificate of Incorporation; Bylaws 3 SECTION 1.6 Directors 3 SECTION 1.7 Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF...Merger Agreement • December 18th, 2014 • Paramount Gold & Silver Corp. • Metal mining • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2014, between COEUR MINING, INC., a Delaware corporation (“Parent”), HOLLYWOOD MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PARAMOUNT GOLD AND SILVER CORP., a Delaware corporation (the “Company”), and PARAMOUNT NEVADA GOLD CORP., a British Columbia corporation and a wholly-owned Subsidiary of the Company (“SpinCo” and, together with each of its Subsidiaries, the “SpinCo Entities”).
TENAX THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • July 14th, 2015 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New Jersey
THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between First Capital Bancorp, Inc. (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of , 2012.
PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 19th, 2014 • Physicians Realty Trust • Real estate investment trusts • New York
Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”), with RBC Capital Markets, LLC (“Agent”), as follows:
ASTERIAS BIOTHERAPEUTICS, INC. 384,615 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2015 • Biotime Inc • Biological products, (no disgnostic substances) • New York
Asterias Biotherapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to MLV & Co. LLC (the “Underwriter”), an aggregate of 384,615 shares (the “Shares”) of the Company’s Series A common stock, par value $0.0001 per share (the “Common Stock”).
25,000,000 Shares DISCOVERY LABORATORIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Discovery Laboratories Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 25,000,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 3,750,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
700,000 Shares THE DOLAN COMPANYUnderwriting Agreement • January 25th, 2013 • Dolan Co. • Services-business services, nec • New York
The Dolan Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through each of the Underwriters named in Schedule IV hereto (collectively, the “Underwriters”), for whom MLV & Co. LLC is acting as representative (the “Representative”), on a best efforts basis, 700,000 shares of the Company’s 8.5% Series B Cumulative Preferred Stock, par value $0.001 per share (the “Securities”).
SUMMIT HOTEL PROPERTIES, INC. Common Stock ($0.01 par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 28th, 2013 • Summit Hotel Properties, Inc. • Real estate investment trusts • New York
TERM LOAN AGREEMENT dated as of April 22, 2014 among COMMUNITY BANKERS TRUST CORPORATION as Borrower and THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative AgentTerm Loan Agreement • April 28th, 2014 • Community Bankers Trust Corp • State commercial banks • Georgia
THIS TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2014, by and among COMMUNITY BANKERS TRUST CORPORATION, a Virginia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
ContractWarrant Agreement • March 2nd, 2015 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
9,500,000 Shares DISCOVERY LABORATORIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Discovery Laboratories Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) an aggregate of 9,500,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the Underwriter, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriter, up to an additional 1,425,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
