Placement Agreement Sample Contracts

US$300,000,000
Placement Agreement • November 12th, 2009 • Ben Dov Ilan • Radiotelephone communications
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WHEELER REAL ESTATE INVESTMENT TRUST, INC. Public Offering of Shares of Common Stock Maximum: 4,000,000 Shares Minimum: 3,000,000 Shares PLACEMENT AGREEMENT
Placement Agreement • December 7th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware

The undersigned, Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), hereby confirms its agreement with you (unless otherwise defined herein, the term “you” shall collectively refer to the Placement Agents) as follows:

PLACEMENT AGREEMENT
Placement Agreement • May 5th, 2020 • New York

to Bidders (as defined below) and will sell directly to the Winning Bidders (as defined in Section 2 hereof), and Deutsche Bank Securities Inc. (the “Placement Agent”) will act as the Selling Security Holder’s exclusive placement agent for the sale of, three warrants (each, a “Warrant”) of HMN Financial, Inc. a Delaware corporation (the “Company”), three warrants each representing the right to purchase an aggregate of up to 277,777.66 shares (all such shares, collectively the “Warrant Shares”), of the Company’s common stock, $0.01 par value (the “Common Stock”), in a placement (the “Placement”) to “qualified institutional buyers,” as defined in Rule 144A (each, a “QIB”) under the Act (as hereinafter defined), to certain “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D (each an “Institutional Accredited Investor”) under the Act, who have represented to us that they have total assets in excess of $25,000,000, and to directors and executive officers of

A B C N A N N Y S O U R C E
Placement Agreement • March 28th, 2012 • Pennsylvania
CAPSTEAD MORTGAGE CORPORATION 25,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT
Placement Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York

[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended [date], 20 and all financial statements required to be filed with any Governmental Entity (as defined in the Placement Agreement) other than the Securities and Exchange Commission for the year ended [date], 20__]

CONFIDENTIAL February 18, 2021
Placement Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”) the “Lead Manager”) and Urban Tea, Inc. (the “Company”), that Maxim shall serve as (i) sole lead/exclusive placement agent for the Company, on a “reasonable best efforts” basis (“Direct Placement”) or (ii) sole lead book running manager for the Company, on a firm commitment basis (“Underwritten Placement”) and collectively with a Direct Placement (a “Placement”), in connection with the proposed offering of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s ordinary shares (the “Ordinary Shares”) in the U.S. The terms of such Placement and the Securities shall be mutually agreed upon by the Company, the Lead Manager and, if a Direct Placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Lead Manager would have the power or authority to bind the Company or any Purchaser or an ob

PLACEMENT AGREEMENT
Placement Agreement • November 5th, 2024 • Ontario
EX-10.3 4 a17-20585_1ex10d3.htm EX-10.3 EXECUTION VERSION
Placement Agreement • May 5th, 2020 • New York

ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL2, LTD. CLASS A NOTES, CLASS A-S NOTES, CLASS B NOTES, CLASS C NOTES AND CLASS D NOTES

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Cadrenal Therapeutics, Inc.
Placement Agreement • November 4th, 2024 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 5, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 September 18, 2024 (the “Engagement Agreement”).

PLACEMENT AGREEMENT AMONG GREER BANCSHARES INCORPORATED, GREER CAPITAL TRUST II AND CREDIT SUISSE SECURITIES (USA) LLC
Placement Agreement • January 4th, 2007 • Greer Bancshares Inc • National commercial banks • New York

Greer Bancshares Incorporated, a South Carolina corporation (the “Company”), and its financing subsidiary, Greer Capital Trust II, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you (the “Placement Agent”), as follows:

PLACEMENT AGREEMENT
Placement Agreement • November 20th, 2009 • Zaldiva Inc • Services-business services, nec • New York

This Agreement is made and entered into as of this 16th day of November, 2009 by and between Charles Morgan Securities, Inc. ("CMS") and Zaldiva, Inc. ("the Company").

PLACEMENT AGREEMENT
Placement Agreement • October 29th, 2004 • Usa Capital First Trust Deed Fund LLC • Loan brokers • Nevada

USA Capital Realty Advisors, LLC, a Nevada limited-liability company, as the manager (“the “Manager”) of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the “Company”), hereby engages USA Securities, LLC, a Nevada limited-liability company (the “Placement Agent”), and each dealer (a “Dealer”) with which the Placement Agent enters into a Selected Dealer Agreement, in the form attached hereto as Exhibit A, as the Company’s exclusive selling agents in connection with the proposed public offering of certain of its securities (the “Offering”) on the terms and conditions set forth below:

PLACEMENT AGREEMENT
Placement Agreement • July 21st, 2016 • Bridgeline Digital, Inc. • Services-prepackaged software • New York

This PLACEMENT AGREEMENT (the “Agreement”) dated as of July 8, 2016, by and between BRIDGELINE DIGITAL, INC., a Delaware corporation (the “Company”), and TAGLICH BROTHERS, INC. (“Placement Agent”).

Re: BROOKSHIRETM RAW MATERIALS (U.S.) TRUST PLACEMENT AGREEMENT
Placement Agreement • April 15th, 2008 • Brookshire Raw Materials (U.S.) Energy USD Fund • Commodity contracts brokers & dealers • Delaware

Brookshire Raw Materials Management, LLC, a Delaware limited liability company (the “Managing Owner”), has caused the formation, on August 17, 2006, of a statutory trust pursuant to the Delaware Statutory Trust Act (the “Trust Act”), under the name Brookshire Raw Materials (U.S.) Trust (the “Trust”), for the purpose of engaging in the speculative trading of commodity futures and forward contracts. CSC Trust Company of Delaware, a Delaware company (the “Trustee”), is the trustee of the Trust and has delegated substantially all responsibility for the management of the Trust’s business and affairs to the Managing Owner. The Amended and Restated Declaration of Trust and Trust Agreement dated as of , 2007 (the “Trust Agreement”) sets forth the terms of the Trust. Capitalized terms not defined in this Placement Agreement have the meanings assigned to such terms in the Registration Statement (as hereinafter defined) and/or the Trust Agreement.

Placement Agreement Details
Placement Agreement • June 6th, 2024
Placement Provider Vetting Confirmation and Placement Agreement Form for the purposes of s.12(3A) of the National Vetting Bureau (Children and Vulnerable Persons) Act 2012 (as amended)
Placement Agreement • December 10th, 2021

The University of Limerick is a ‘relevant organisation’ as defined in section 2 of the National Vetting Bureau (Children and Vulnerable Persons) Act 2012 (as amended). This form is used to record an agreement between the University of Limerick and another relevant organisation, referred to in this agreement as the ‘Placement Provider’, at whose organisation students of the University of Limerick are placed as an integral part of their programme of study or in a volunteer capacity.

PXRE CAPITAL TRUST III PLACEMENT AGREEMENT
Placement Agreement • August 8th, 2003 • Pxre Group LTD • Title insurance • New York
RECITALS
Placement Agreement • September 26th, 2017
PLACEMENT AGREEMENT
Placement Agreement • March 4th, 2015 • Tantech Holdings LTD • Industrial organic chemicals

The undersigned, Tantech Holdings, Ltd., a British Virgin Islands company (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule 1 attached hereto, hereby confirms the agreement with ViewTrade Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Placement Agent”) as follows:

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PLACEMENT & funding AGREEMENT - Boys home
Placement Agreement • June 21st, 2019

A completed and signed placement agreement will always be maintained for each youth placed in the REST ASSURED, LLC program. This agreement shall obligate REST ASSURED, LLC, the legal guardian and the placing agency to provide the highest level of cooperation and service to ensure positive growth and advancement for the youth in placement. Please review this agreement and complete the necessary information as indicated.

PLACEMENT AGREEMENT February 6, 2006
Placement Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Colorado

Aero Grow International, Inc. (“Company”) proposes to offer, offer for sale and sell up to 2,400,000 Units at an offering price of $5.00 per Unit, to accredited investors. The offering of the Units (“Offering”) is being made on a best efforts, $5,000,000 minimum (“Minimum Amount”) $12,000,000 maximum (“Maximum Amount”) basis. Each Unit shall consist of one share of Common Stock and one Warrant. Each Warrant is exercisable for one share of Common Stock at an exercise price of $6.25 per share. Each Warrant will be non-redeemable and will be exercisable for five years from the closing of this Offering. There will be only one closing of this Offering.

PLACEMENT AGREEMENT – EXTERNAL ADVANCED DIPLOMA TRAINEE COUNSELLOR
Placement Agreement • September 20th, 2019

All counsellors are required either to be currently in appropriate psychodynamic personal therapy or to have had experience of psychodynamic/psychoanalytic therapy at least once weekly for the duration of their training. The requirement for Trainee counsellors is that they remain in personal therapy approved by the Training Team for the duration of their training and in accordance with The Counselling Foundation Training Handbooks for the Advanced Diploma in Psychodynamic Counselling.

CAPSTEAD MORTGAGE CORPORATION 40,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT
Placement Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York

Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and its financing subsidiary, Capstead Mortgage Trust II, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:

PLACEMENT AGREEMENT
Placement Agreement • March 14th, 2018

Nimi/Name Opiskelijanumero/Student Number Koulutus, suuntautumisvaihtoehto, opintojen aloitusvuosi / Degree Programme, Targeted Degree, Starting year of the Study Ryhmätunnus/ Group Code Syntymäaika/ Date of Birth Puhelin/Telephone Sähköpostiosoite/Email

PLACEMENT AGREEMENT between HEBRON TECHNOLOGY CO., LTD. (the “Company”) and SPARTAN SECURITIES GROUP, LTD. (the “Placement Agent”) HEBRON TECHNOLOGY CO., LTD. PLACEMENT AGREEMENT
Placement Agreement • June 13th, 2016 • Hebron Technology Co., LTD • Miscellaneous fabricated metal products • New York

The undersigned, Hebron Technology Co., Ltd., a British Virgin Islands company (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the “Company”), hereby confirms its agreement with Spartan Securities Group, Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Placement Agent”), with respect to the sale by the Company, through the Placement Agent, on a best efforts basis, of a minimum of two million five hundred thousand (2,500,000) common shares of the Company and a maximum of five million (5,000,000) common shares of the Company (the “Best Efforts Shares”), par value $0.001 per share (the “Shares”).

Diploma in Wind Band Studies
Placement Agreement • March 13th, 2023

The Diploma in Wind Band Studies includes two compulsory student placements aimed at providing students in the Diploma with the opportunity to experience on-site band practice with a band club member of the

GANNON UNIVERSITY
Placement Agreement • August 5th, 2021 • Pennsylvania

THIS AGREEMENT is made this 26th day of July 2021, by and between Gannon University (hereinafter referred to as “University”) and the Wattsburg School District (hereinafter “School District”). This agreement is for the placement of Advanced Certification Candidates and/or Student Teacher Candidates (hereinafter “Candidates”) in the Wattsburg School District. The parties intend to be legally bound to the following terms:

FORM OF PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Kitov Pharma Ltd.
Placement Agreement • June 5th, 2018 • Kitov Pharma Ltd. • Pharmaceutical preparations

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 June 5, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on June 1, 2023, or if the final day of such period falls on a date that is not a Trading Day, the next succeeding Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ________ Ordinary Shares (the “Warrant Shares”) represented by American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined

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