PLACEMENT AGENCY AGREEMENTNew York • May 21st, 2021
Security State Bank Holding Company, a North Dakota corporation (the “Company”), Bank Forward, a North Dakota banking corporation (the “Bank”), and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement (this “Agreement”) with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) and Stifel, Nicolaus & Company, Incorporated (“Stifel,” and collectively with Sandler O’Neill, the “Placement Agents”) with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of $10,750,000 aggregate principal amount of 7.7% Senior Subordinated Securities Due 2039 of the Company (the “7.7% Notes”) and $538,000 aggregate principal amount of 13.8% Senior Subordinated Securities Due 2039 (the “13.8% Notes,” and together with the 7.7% Notes, the “Securities”). The Securities were issued pursuant to a letter agreement betwe
CROSSTOWN HOLDING COMPANYAgency Agreement • May 15th, 2021 • New York
Crosstown Holding Company, a Minnesota corporation (the “Company”), 21st Century Bank, a Minnesota banking corporation (the “Bank”), and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement (this “Agreement”) with the placement agents set forth on Schedule A hereto (the “Placement Agents”) with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 10,650 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, of the Company (the “Series A Preferred Stock”), and 533 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, no par value per share, of the Company (the “Series B Preferred Stock,” and, together with the Series A Preferred Stock, the “Securities”).
AGREEMENT AND PLAN OF MERGER by and among MGC PARENT LLC, AC BREATHE MERGER SUB INC. and MGC DIAGNOSTICS CORPORATION dated as of November 25, 2017Agreement and Plan of Merger • November 29th, 2017 • MGC DIAGNOSTICS Corp • Surgical & medical instruments & apparatus • Minnesota
This Agreement and Plan of Merger (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into as of November 25, 2017, by and among MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), MGC Parent LLC, a Delaware limited liability company (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
COLLATERAL TRUST AGREEMENT dated as of October 26, 2015 among EXCO RESOURCES, INC., as the Company, the Grantors and Guarantors from time to time party hereto, HAMBLIN WATSA INVESTMENT COUNSEL LTD., as Administrative Agent under the Second Lien Credit...Collateral Trust Agreement • October 27th, 2015 • Exco Resources Inc • Crude petroleum & natural gas • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of October 26, 2015 and is by and among EXCO Resources, Inc., a Texas corporation (the “Company”), the Grantors and Guarantors from time to time party hereto, Hamblin Watsa Investment Counsel Ltd., as Administrative Agent (as defined below), and Wilmington Trust, National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 21st, 2015 • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of April 24, 2014 (the “Effective Date”), by and among Equus Holdings, Inc., a Minnesota corporation (“Parent”), Redwood Acquisition, Inc., a Minnesota corporation (“Buyer”), and Qumu Corporation, a Minnesota corporation (“Seller”). Parent, Buyer and Seller are each referred to in this Agreement as a “Party.”
AGREEMENTAgreement • March 20th, 2015 • Qumu Corp • Services-prepackaged software • Minnesota
This Agreement (this “Agreement”) is made and entered into as of March 18, 2015, by and among Qumu Corporation (the “Company”) and Dolphin Limited Partnership III, L.P. (“Dolphin III”), Dolphin Associates III, LLC, and Dolphin Holdings Corp. III (collectively, “Dolphin”) (each of the Company and Dolphin, a “Party” to this Agreement, and collectively, the “Parties”).
ContractLLC Membership Purchase and Sale Agreement • June 4th, 2018 • Alaska
STANDSTILL AGREEMENTStandstill Agreement • December 21st, 2017 • Minnesota
This Standstill Agreement (this “Agreement”) is made and entered into as of December 19, 2017, by and among Qumu Corporation (the “Company”) and Harbert Discovery Fund, LP (“Harbert Discovery”), Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc. and Harbert Management Corporation (collectively, “Harbert”) (each of the Company and Harbert, a “Party” to this Agreement, and collectively, the “Parties”).
APPOINTMENT AND NOMINATION AGREEMENTAppointment and Nomination Agreement • November 29th, 2013 • Blue Clay Capital Management, LLC • Retail-eating places
This Appointment and Nomination Agreement (this “Agreement”) dated November 27, 2013, is by and among the persons and entities listed on Schedule A (collectively, the “Blue Clay Group”, and individually a “member” of the Blue Clay Group), Famous Dave’s of America, Inc. (together with its subsidiaries, the “Company”) and Adam Wright, in his individual capacity and as a member of the Blue Clay Group (the “Blue Clay Designee”).
ASSET PURCHASE AGREEMENT by and among DRYLOCK TECHNOLOGIES, LTD. as Buyer, PRESTO ABSORBENT PRODUCTS, INC. as Seller, and NATIONAL PRESTO INDUSTRIES, INC. as Parent January 3, 2017Asset Purchase Agreement • January 9th, 2017 • National Presto Industries Inc • Ordnance & accessories, (no vehicles/guided missiles) • Wisconsin
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 3, 2017, by and among DRYLOCK TECHNOLOGIES, LTD., a Delaware corporation (“Buyer”), PRESTO ABSORBENT PRODUCTS, INC., a Wisconsin corporation (“Seller”), and NATIONAL PRESTO INDUSTRIES, INC., a Wisconsin corporation (“Parent”; and, together with Seller, “Seller Parties”). Buyer, Seller and Parent are each referred to in this Agreement as a “Party” and, collectively, as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 23rd, 2015 • Core Molding Technologies Inc • Plastics products, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 20, 2015, by and among Core Molding Technologies, Inc., a Delaware corporation (“Buyer”), and CPI Binani, Inc., a Minnesota corporation (“Seller”). Buyer and Seller are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
AGREEMENTAgreement • March 18th, 2013 • Dolphin Limited Partnership Iii, L.P. • Computer peripheral equipment, nec • Minnesota
This Agreement (this “Agreement”) is made and entered into as of March 18, 2013, by and among Rimage Corporation (the “Company”) and Dolphin Limited Partnership III, L.P. (“Dolphin III”), Dolphin Associates III, LLC, and Dolphin Holdings Corp. III (collectively, “Dolphin”) (each of the Company and Dolphin, a “Party” to this Agreement, and collectively, the “Parties”).
Lease Period Monthly Base Rent Base Rent Net of Abated Rent (If Applicable) * Month 1 – Month 2 $0.00 (Gross Free) $0.00 (Gross free) Month 3 – Month 14 $29,193.04 N/A Month 15 – Month 26 $29,922.86 N/A Month 27 – Month 38 $30,670.93 N/A Month 39 –...May 5th, 2020
If the Commencement Date does not fall on the first day of a calendar month, then Months 1 – 2, as set forth above, shall mean the two (2) month period commencing with the Commencement Date, Month 3 shall mean the period commencing with the first day after the last day of Month 2 and continuing through and including the last day of the first full calendar month to elapse following the calendar month in which the last day of Month 2 occurs, and Month 4, Month 5, Month 6, Month 7, etc., shall mean the successive full calendar months thereafter. By way of illustration only, if the Commencement Date is January 11, 2015 then the last day of Month 2 is March 10, 2015, Month 3 will mean the period from March 11, 2015 to April 30, 2015, and Month 4 will mean May of 2015. Notwithstanding anything to the contrary, for Month3 only, Base Rent shall be calculated on a per day basis, at a rate of $975.12 per day multiplied by the number of days in Month 3. Rent (as hereinafter defined) shall be abat
SECURITY AGREEMENTSecurity Agreement • July 5th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS SECURITY AGREEMENT (the “Agreement”) is made as of June 28, 2013, by and between UROLOGIX, INC., a Minnesota corporation (the “Debtor”), and MEDTRONIC, INC., a Minnesota corporation (the “Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 21st, 2014 • Electro Sensors Inc • Industrial instruments for measurement, display, and control • Minnesota
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of February 14, 2014 by and among HARVEST ENGINEERING INC., a Delaware corporation (“Seller”), HARVEST ENGINEERING LLC, an Illinois limited liability company (the “Harvest, LLC”), STEPHEN MEYER (“S. Meyer”), BRUCE MEYER (“B. Meyer” and, together with S. Meyer, the “Members”) and ELECTRO-SENSORS, INC., a Minnesota corporation (the “Purchaser”).
DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 19th, 2016 • Montana
This Debtor-in-Possession Loan and Security Agreement (the “Agreement” or the “DIP Loan Agreement”) is entered into this day of October, 2016, between Wells Fargo Energy Capital, Inc., a Texas corporation (“Lender”) and Mountain Divide, LLC, a Montana limited liability company (“Borrower”). Capitalized terms that are not defined herein shall have the meaning ascribed to the terms in the Secured Note or the Financing Orders (each defined below) unless the context requires otherwise.
Exhibit CIntercreditor Agreement • August 21st, 2018 • New York
JOINDER (this “Joinder”) dated as of September 20, 2016 to the First Lien Intercreditor Agreement, dated as of March 2, 2012 (as amended or supplemented from time to time, the “First Lien Intercreditor Agreement”), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Bank Collateral Agent for the Credit Agreement Secured Parties (in each case, as defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Agent for the Indenture Secured Parties (in each case, as defined below), each Grantor party thereto and each Additional Agent (as defined below) from time to time party hereto for the Additional Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity.
AGREEMENT AND PLAN OF CONVERSION MERGERAgreement and Plan Of • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • Minnesota
THIS AGREEMENT AND PLAN OF CONVERSION MERGER (“Agreement”) is entered into as of this 14th day of November, 2014, respectively, by and among Wells Financial Corp. (“Wells”), a Minnesota corporation, Wells Federal Bank (the “Bank”), a Minnesota state chartered commercial bank and the wholly owned subsidiary of Wells, and St. James Federal Savings and Loan Association (“St. James”), a federal mutual savings association.
CONTRACTAgreement • September 21st, 2015 • Sb Partners • Operators of nonresidential buildings
AGREEMENT made as of the 20th day of July, 2015 (this “Contract”) between Lino Lakes Realty, LLC, a Delaware limited liability company, having an office c/o Sentinel Real Estate Corporation, 1251 Avenue of the Americas, New York, New York 10020 ("Seller") and Biynah Industrial Partners, LLC, a Minnesota limited liability company, having an office at 222 S. 9th Street, Suite 2870, Minneapolis, Minnesota 55402 (“Buyer").
OFFICE LEASE AGREEMENT BETWEEN NORTH PAD OFFICE, LLC AS LANDLORD AND CRAY INC. AS TENANT DATED April 21, 2016Office Lease Agreement • April 27th, 2016 • Cray Inc • Electronic computers • Minnesota
This Basic Lease Information is attached to and incorporated by reference to an Office Lease Agreement between Landlord and Tenant, as defined below.
TERM LOAN CREDIT AGREEMENT Dated as of September 20, 2016 Among CLAIRE’S STORES, INC., as Borrower, THE LENDERS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral AgentIntercreditor Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of September 20, 2016 (this “Agreement”), among CLAIRE’S STORES INC., a Florida corporation (the “Borrower”), the LENDERS party hereto from time to time, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
RIMAGE CORPORATIONMay 15th, 2024
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
AMENDMENT NO. 2 TO VOTING AGREEMENTVoting Agreement • February 13th, 2015 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
This AMENDMENT NO. 2 TO VOTING AGREEMENT (this “Amendment”) is made and entered into as of this 12th day of January, 2015, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), Clean Energy Capital, LLC, a Delaware limited liability company (“CEC”), Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“Hawkeye”), Ethanol Capital Partners, L.P., Series E, a Delaware limited partnership (“Series E”), Ethanol Capital Partners, L.P., Series H, a Delaware limited partnership (“Series H”), Ethanol Capital Partners, L.P., Series I, a Delaware limited partnership (“Series I”), Ethanol Capital Partners, L.P., Series J, a Delaware limited partnership (“Series J”), Ethanol Capital Partners, L.P., Series L, a Delaware limited partnership (“Series L”), Ethanol Capital Partners, L.P., Series N, a Delaware limited partnership (“Series N”), Ethanol Capital Partners, L.P., Series O, a Delaware limited partnership (“Series O”), Ethanol Capital Partner
STANDARD FORM INDUSTRIAL BUILDING LEASELetter • September 10th, 2014 • Clearfield, Inc. • Telephone & telegraph apparatus
RESTRUCTURING AGREEMENT AND AMENDMENT TO TRANSACTION DOCUMENTSRestructuring Agreement • July 5th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
This RESTRUCTURING AGREEMENT AND AMENDMENT TO TRANSACTION DOCUMENTS (the “Agreement”) is entered into as of the 28th day of June, 2013, by and among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Medtronic VidaMed, Inc., a Delaware corporation and wholly-owned subsidiary of Medtronic (“VidaMed”), and Urologix, Inc., a Minnesota corporation (“Urologix”). Medtronic, VidaMed and Urologix may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SUSTOL® (GRANISETRON EXTENDED RELEASE) INJECTION COMMERCIAL MANUFACTURING SERVICES AGREEMENT – FINISHED FINAL DRUG PRODUCTCommercial Manufacturing Services Agreement • May 29th, 2015 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • New York
This Agreement between Lifecore Biomedical, LLC, a Minnesota (U.S.A.) entity with offices located at 3515 Lyman Boulevard, Chaska, Minnesota 55318 (“Lifecore”) and Heron Therapeutics, Inc., a Delaware corporation with offices located at 123 Saginaw Drive, Redwood City, California 94063 (“Heron”), is effective as of May 27, 2015 (“Effective Date”).
PARKING EASEMENT AGREEMENTParking Easement Agreement • October 21st, 2016 • Minnesota
WHEREAS, the Developer platted and intends to develop the Property as an 81 unit rental housing apartment building with structured parking and street and surface parking (the “Development”); and
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • September 7th, 2016 • Titan Energy, LLC • Drilling oil & gas wells • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 1, 2016, is among TITAN ENERGY OPERATING, LLC (the “Borrower”), a Delaware limited liability company; TITAN ENERGY, LLC (the “Parent”), a Delaware limited liability company; each of the Lenders from time to time party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
MASTER CREDIT AGREEMENT dated December 29, 2015 among ABE SOUTH DAKOTA, LLC as Borrower and AGCOUNTRY FARM CREDIT SERVICES, PCA as LenderMaster Credit Agreement • January 5th, 2016 • Advanced BioEnergy, LLC • Industrial organic chemicals • North Dakota
THIS MASTER CREDIT AGREEMENT is made and entered into as of December 29, 2015 by and among ABE South Dakota, LLC, a Delaware limited liability company, (“Borrower”), AGCOUNTRY FARM CREDIT SERVICES, PCA (“Lender”), a federal production credit association organized under the Farm Credit Act of 1971, as amended.
Purchase and Sale AgreementServices Agreement • December 23rd, 2014 • Sterling Real Estate Trust • Real estate investment trusts
This Purchase and Sale Agreement (“Agreement”) made and entered into as of November ____, 2014 (the “Effective Date”), by and among those signatories listed on the signature pages hereto as “Sellers” (each a “Seller” and, collectively, the “Sellers”) and STERLING PROPERTIES, LLLP, a North Dakota limited liability limited partnership (“Purchaser”).
AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Credit Agreement • September 7th, 2016 • Titan Energy, LLC • Drilling oil & gas wells • New York
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
LIMITED GUARANTEELimited Guarantee • November 29th, 2017 • MGC Parent LLC • Surgical & medical instruments & apparatus
This LIMITED GUARANTEE (as amended, modified or supplemented from time to time in accordance with its terms, the “Limited Guarantee”) is being made and delivered as of November 25, 2017 by Altus Capital Partners II, L.P., a Delaware limited partnership (“Guarantor”), to MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), in order to induce the Company to enter into that certain Agreement and Plan of Merger, of even date herewith (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, MG Parent LLC, a Delaware limited liability company and an Affiliate of Guarantor (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the transactions contemplated thereby. Capitalized terms used in this Limited Guarantee but not otherwise defined herein have the meanings given to such terms in the Merger Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2014 • MGC DIAGNOSTICS Corp • Surgical & medical instruments & apparatus
THIS STOCK PURCHASE AGREEMENT (including all schedules, exhibits and other agreements attached hereto or made a part hereof, and all amendments hereto, this “Agreement”) is made and entered into as of July 10, 2014, by and among MGC Diagnostics Belgium S.P.R.L., a private limited liability company incorporated under Belgium law and a subsidiary of MGC Diagnostics Corporation (“Purchaser”), Guy Martinot (“G. Martinot”) and Jean-Benoît Martinot (“J. Martinot” and, together with G. Martinot, the “Shareholders”).
TERM LOAN CREDIT AGREEMENT Dated as of September 20, 2016 Among CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, as Borrower, THE LENDERS PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative AgentTerm Loan Credit Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of September 20, 2016 (this “Agreement”), among CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, a Gibraltar private limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
ASSET PURCHASE AGREEMENT BY AND AMONG IMPERIAL GROUP, L.P. ACCURIDE CORPORATION AND IMPERIAL GROUP MANUFACTURING, INC. AUGUST 1, 2013Asset Purchase Agreement • August 6th, 2013 • Accuride Corp • Motor vehicle parts & accessories • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of August 1, 2013, is made by and among Imperial Group, L.P., a Delaware limited partnership (“Seller”), Accuride Corporation, a Delaware corporation (“Parent”), and Imperial Group Manufacturing, Inc., a Delaware corporation (“Buyer”). Seller, Parent and Buyer are sometimes each referred to herein individually as a “Party” and collectively as the “Parties.”
