Private Placement Purchase Agreement Sample Contracts

Standard Contracts

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EX-1.2 2 dex12.htm FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT FORM OF APOLLO RESIDENTIAL MORTGAGE, INC. PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • May 5th, 2020 • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____________, 2011, by and between Apollo Residential Mortgage, Inc., a Maryland corporation (the “Company”), and [ ] (the “Purchaser”).

ESSENTIAL PROPERTIES REALTY TRUST, INC. PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • June 14th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of [ ], 2018, by and between Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), and Security Benefit Life Insurance Company, a Kansas stock insurance company (the “Purchaser”).

FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 10th, 2023 • New Mountain Finance Corp

The investor listed on the signature pages hereto (the “Undersigned”), for itself and on behalf of the accounts listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (this “Agreement”) with New Mountain Finance Corporation, a Delaware corporation (the “Company”), on March 8, 2023, whereby the Purchasers will purchase (the “Purchase”) an additional issuance of the Company’s outstanding 7.50% Convertible Notes due 2025 of the Company (the “Convertible Notes”), that were originally issued by the Company to several purchasers pursuant to the provisions of an indenture dated as of August 20, 2018 (the “Base Indenture”), as amended by the Third Supplemental Indenture dated as of November 2, 2022 (together with the Base Indenture, the “Indenture”), attached here

EX-10.1 6 a17-14734_13ex10d1.htm EX-10.1 PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • May 5th, 2020 • Maryland

This PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) is made as of September 13, 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Trust”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”).

INVESCO MORTGAGE CAPITAL INC. PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and Invesco Institutional (N.A.), Inc. (the “Purchaser”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York

This Private Placement Purchase Agreement (this “Agreement”), dated as of October 23, 2013, is made and entered into by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (“Buyer”). Buyer and the Company are collectively referred to herein as the “Parties.”

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • January 5th, 2007 • Union Street Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of , 2007 between UNION STREET ACQUISITION CORP., a Delaware corporation (the “Company”), and UNION STREET CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Purchaser”).

Jiya Acquisition Corp. 628 Middlefield Road Palo Alto, CA 94301
Private Placement Purchase Agreement • November 20th, 2020 • Jiya Acquisition Corp. • Blank checks • Delaware

Jiya Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Jiya Holding Company, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 500,000 shares (the “Shares”) of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), at a price of $10.00 per share concurrently with the Company’s initial public offering (“IPO”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:

EX-10.1 5 dex101.htm FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT LADDER CAPITAL REALTY FINANCE INC PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • May 5th, 2020 • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of October, 2009, by and between Ladder Capital Realty Finance Inc, a Maryland corporation (the “Company”), Ladder Capital Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Ladder Capital Realty Finance Holdings LLC, a wholly-owned subsidiary of Holdings (the “Ladder Investor”) and Ladder Capital Finance Portfolio LLC, a wholly-owned subsidiary of Holdings (the “CMBS Subsidiary”).

UNITED STATES SUBSCRIBERS
Private Placement Purchase Agreement • April 3rd, 2003 • Unity Wireless Corp • Radiotelephone communications • Delaware

PRIVATE PLACEMENT PURCHASE AGREEMENT dated November 20, 2002 by and among UNITY WIRELESS CORPORATION, a Delaware corporation having an office at 7438 Fraser Park Drive, Burnaby, BC, Canada V5J 5B9 (the "Company"), UNITY WIRELESS SYSTEMS CORPORATION, a British Columbia corporation that is wholly owned by the Company and has an office c/o of the Company (the "Subsidiary"), and each person or entity that signs this Agreement or a counterpart thereof as an "Investor" (each, an "Investor").

Contract
Private Placement Purchase Agreement • May 5th, 2020 • New York

EX-1.3 2 y74880a6exv1w3.htm EX-1.3 Exhibit 1.3 SUTHERLAND ASSET MANAGEMENT CORPORATION FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and M.D. Sass Finstrat Waterfall Holdings, LLC (the “Purchaser”). WHEREAS, the Purchaser has a substantive, pre-existing relationship with the Company; WHEREAS, the Company has filed a registration statement on Form S-11 (File No. 333-159388) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission (the “SEC”) in connection with a proposed initial public offering (the “IPO”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”); and WHEREAS, concurrent with the consummation of the IPO, the Company desires to issue and sell, and the Purchaser desires to purcha

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 27th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 18th day of June 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and Malcolm Bird (the “Purchaser”).

AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • April 13th, 2007 • MBF Healthcare Acquisition Corp. • Blank checks • Florida

THIS AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 13th day of April, 2007 among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), and MBF HEALTHCARE PARTNERS, L.P., (the “Purchaser”).

PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT
Private Placement Purchase Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York

THIS PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2020, is entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and PCPC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • October 10th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 18th day of June 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and John W. Hyde Living Trust (the “Purchaser”).

IAS OPERATING PARTNERSHIP LP PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), and Invesco Investments (Bermuda) Ltd. (the “Purchaser”).

Innovatus Life Sciences Acquisition Corp. 777 Third Avenue, 25th Floor New York, NY 10017
Private Placement Purchase Agreement • June 9th, 2021 • Innovatus Life Sciences Acquisition Corp. • Blank checks • Delaware

Innovatus Life Sciences Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Innovatus Life Sciences Acquisition Sponsor, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 585,000 shares (or 637,500 shares if the over-allotment option in connection with the IPO (as defined below) is exercised in full) (the “Shares”) of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), at a price of $10.00 per share concurrently with the Company’s initial public offering (“IPO”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:

PROVIDENT MORTGAGE CAPITAL ASSOCIATES, INC. FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • May 2nd, 2011 • Provident Mortgage Capital Associates, Inc. • Real estate • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this ____th day of __________, 2011, by and between Provident Mortgage Capital Associates, Inc., a Maryland corporation (the “Company”), and (the “Purchaser”).

SUTHERLAND ASSET MANAGEMENT CORPORATION CONTINGENT SHARE PRIVATE PLACEMENT AGREEMENT
Private Placement Purchase Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and Waterfall Asset Management, LLC (the “Purchaser”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 4th, 2010 • Forest City Enterprises Inc • Operators of nonresidential buildings

(including any other persons or entities purchasing Preferred Stock (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Private Placement Purchase Agreement (the “Agreement”) with Forest City Enterprises, Inc., an Ohio corporation (the “Company”), on , 2010 whereby the Holder will purchase (the “Purchase”) the Company’s ___% Series A Cumulative Perpetual Convertible Preferred Stock (“Preferred Stock”) governed by a Preferred Stock Designation of the ___% Series A Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock Designation”) that will constitute a part of the Company’s Amended Articles of Incorporation at Closing (as defined below).

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PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 19th, 2007 • Golden Pond Healthcare, Inc. • New York

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 16th day of July, 2007, by and between GOLDEN POND HEALTHCARE, INC., a Delaware corporation (the “Company”), and PECKSLAND PARTNERS, LLC, a Delaware limited liability company (the “Purchaser”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 11th, 2006 • Information Services Group Inc. • New York

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this "Agreement") made as of this 9th day of August, 2006 between INFORMATION SERVICES GROUP, INC., a Delaware corporation (the "Company"), and OENOKE PARTNERS, LLC, a Delaware limited liability company (the "Purchaser").

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 6th, 2006 • MBF Heathcare Acquisition Corp. • Florida

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 3rd day of July, 2006 among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), and MBF HEALTHCARE PARTNERS, L.P., (the “Purchaser”).

ROX FINANCIAL LP PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • Delaware

This Private Placement Purchase Agreement (the “Agreement”) is executed as of July 15, 2021, among Series A of ROX Financial LP, a protected series of a Delaware series limited partnership ( “Series A”), ROX Financial LP, a Delaware series limited partnership (“ROX LP”), ROX AMZL Oakley CA LLC, a Delaware limited liability company (“Series A Sub”), NP Oakley, LLC, a Delaware limited liability company (“NP Oakley”), and NP Oakley Building I, LLC, a Missouri limited liability company (“Seller”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

Private Placement Purchase Agreement (this "Agreement") made as of this day of , 2011, by and between Greenwich Kahala Aviation Ltd., a Bermuda exempted company incorporated under the Companies Act of 1981 of Bermuda (the "Company"), and the parties listed on Schedule 1 hereto (each, a "Purchaser" and, together, the “Purchasers”).

NORDIC OPERATING PARTNERSHIP S.C.A. FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • January 26th, 2016 • Nordic Realty Trust, Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this "Agreement") made as of this ___day of ___________, 2016, by and between Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and pending registration with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) (the "Company"), and C-QUADRAT Investment AG, a corporation governed by the laws of Austria, having its registered office at Schottenfeldgasse 20, 1070 Vienna, Austria and registered under companies’ register number 55148a (the "Purchaser").

AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • December 22nd, 2006 • Information Services Group Inc. • Blank checks • New York

THIS AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 21st day of December 2006, by and between INFORMATION SERVICES GROUP, INC., a Delaware corporation (the “Company”), and OENOKE PARTNERS, LLC, a Delaware limited liability company (the “Purchaser”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • February 10th, 2011 • Tensas Inc • Mortgage bankers & loan correspondents

THIS PURCHASE AGREEMENT (this “Agreement”) is dated _________________, 2011 (the “Effective Date”), by and between , whose address is .(the “Purchaser”), and PGI ENERGY, INC, a Texas Corporation, whose address is 7322 Southwest Frwy, Suite 1100 Houston, TX. 77074 (the “Issuer”).

ROX FINANCIAL LP PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • Delaware

This Private Placement Purchase Agreement (the “Agreement”) is executed as of July 15, 2021, among Series A of ROX Financial LP, a protected series of a Delaware series limited partnership ( “Series A”), ROX Financial LP, a Delaware series limited partnership (“ROX LP”), and ROX Financial Inc., a Delaware corporation (“Purchaser”).

Contract
Private Placement Purchase Agreement • March 30th, 2006 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT dated June 30, 2003 by and among COLONIAL COMMERCIAL CORP., a New York corporation (the "Company"), and the persons who are signing counterparts of this Agreement as "Investors."

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 15th, 2013 • Cadiz Inc • Water supply • California

This Private Placement Purchase Agreement (the “Agreement”) is made as of March 4, 2013 by and among the parties set forth on Exhibit A hereof (together, the “Purchasers”) and Cadiz, Inc. (the “Company”).

PIMCO REIT, INC. FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • June 29th, 2011 • PIMCO REIT, Inc. • Real estate investment trusts • California

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2011, by and between PIMCO REIT, Inc., a Maryland corporation (the “Company”), and [ ] (the “Purchaser”).

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