UNDERWRITING AGREEMENT between PROFESSIONAL DIVERSITY NETWORK, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc. • New York
The undersigned, Professional Diversity Network, Inc., a corporation formed under the laws of the State of Delaware and the successor to Professional Diversity Network, LLC (the “Company”), an Illinois limited liability company (“PDN LLC”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or 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:
PHARMATHENE, INC. Up to $15,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 25th, 2013 • Pharmathene, Inc • Pharmaceutical preparations • New York
PharmAthene, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2011 • Turbosonic Technologies Inc • Services-engineering services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2011, by and between TurboSonic Technologies, Inc., a Delaware corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (the “Investor”).
2,410,714 Over-Allotment Shares DISCOVERY LABORATORIES, INC. Common Stock (par value $0.001) UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2012 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
INVESTMENT AGREEMENTInvestment Agreement • November 10th, 2011 • Turbosonic Technologies Inc • Services-engineering services • New York
Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess.
Shares ADMA Biologics, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2013 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
ADMA Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of [________] shares (the “Firm Shares”) of the Company's common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [___________] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
CHEVIOT FINANCIAL CORP. (a Maryland-chartered Stock Corporation) Up to 6,235,000 Shares (Subject to Increase Up to 7,273,750 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $8.00 Per Share AGENCY AGREEMENT November 10, 2011Agency Agreement • November 17th, 2011 • Cheviot Financial Corp. • Savings institution, federally chartered • Maryland
DISCOVERY LABORATORIES, INC. Common Stock ($0.001 par value per share) AT-THE- MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • February 13th, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
DISCOVERY LABORATORIES, 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, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $25,000,000 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. Notwithstanding the foregoing, the Company shall not issue pursuant to this Agreement, or enter into a Terms Agreement with respect to the sale of, an aggregate amoun
EX-10.1 2 d376385dex101.htm AMENDED AND RESTATED CURRENT SPREAD AGREEMENT FOR FNMA MORTGAGE LOANS EXECUTION AMENDED AND RESTATED CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC...Current Excess Servicing Spread Acquisition Agreement • May 5th, 2020 • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 26th, 2013 • Glimcher Realty Trust • Real estate investment trusts • Ohio
This Fourth Amended and Restated Credit Agreement (the “Agreement”) dated as of February 20, 2013, is among Glimcher Properties Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”.
DISCOVERY LABORATORIES, INC. Form of Series II Warrant To Purchase Common StockWarrant Agreement • February 16th, 2011 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Discovery Laboratories, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [____________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [_________________] [(_______)]1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This W
Up to 1,380,000 Shares (subject to increase up to 1,587,000 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) FRATERNITY COMMUNITY BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per...Agency Agreement • February 16th, 2011 • Fraternity Community Bancorp Inc • Savings institution, federally chartered • New York
Units Consisting of Two Shares of Common Stock and One Warrant to Purchase One Share of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
REVOLVING CREDIT AGREEMENT Dated as of June 7, 2012 by and among CAI RAIL INC. (as “Borrower”) CAI INTERNATIONAL, INC. (as “Guarantor”) THE LENDERS LISTED ON SCHEDULE 1 HERETO and UNION BANK, N.A. as Administrative Agent (the “Administrative Agent”)...Revolving Credit Agreement • June 13th, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This REVOLVING CREDIT AGREEMENT is made as of June 7, 2012, by and among CAI RAIL INC., a Delaware corporation having its principal place of business at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105 (the “Borrower”), CAI INTERNATIONAL, INC., a Delaware corporation and successor by merger to Container Applications International, Inc., a Nevada corporation, having its principal place of business at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105 (“CAI” or the “Guarantor”), the lending institutions from time to time listed on Schedule 1 hereto (the “Lenders”), UNION BANK, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), and acting as a joint lead arranger and as sole bookrunner, U.S. BANK, NATIONAL ASSOCIATION, as syndication agent for itself and the other Lenders (in such capacity, the “Syndication Agent”) and as a joint lead arranger.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2012 • Bionovo Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (“Agreement”) is entered into and effective as of December 30, 2011 (“Effective Date”), by and among Bionovo, Inc., a Delaware corporation (“Company”), and Socius CG II, Ltd., a Bermuda exempted company (including its designees, successors and assigns, “Investor”).
PHARMATHENE, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 10th, 2011 • Pharmathene, Inc • Pharmaceutical preparations • Massachusetts
One Liberty Properties, Inc. Common Stock ($1.00 par value per share) EQUITY OFFERING SALES AGREEMENTEquity Offering Sales Agreement • August 9th, 2012 • One Liberty Properties Inc • Real estate investment trusts • New York
One Liberty Properties, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Deutsche Bank Securities Inc., as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $1.00 par value per share (the “Common Stock”), having an aggregate gross sales price of up to $50,000,000 on the terms set forth in Section 2 of this Equity Offering Sales Agreement (this “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 2 of this Agreement.
VOTING AGREEMENTVoting Agreement • October 4th, 2012 • Biosante Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 3, 2012, is by and between ANIP Acquisition Company, a Delaware corporation (“ANI”), and the undersigned stockholder (“Stockholder”) of BioSante Pharmaceuticals, Inc., a Delaware corporation (the “Company”), identified on the signature page hereto.
LOAN AGREEMENT Dated as of January 28, 2011 Between EACH OF THE PARTIES SET FORTH ON EXHIBIT A ATTACHED HERETO, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP., as LenderLoan Agreement • February 3rd, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of January 28, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Lender”) and EACH OF THE PARTIES SET FORTH ON EXHIBIT A ATTACHED HERETO, each a Delaware limited liability company having its principal place of business at 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694 (together with its successors and/or assigns, “Borrower”).
RECEIVABLES PURCHASE AGREEMENT dated as of February 11, 2013 among CLOUD PEAK ENERGY RECEIVABLES LLC, as Seller, CLOUD PEAK ENERGY RESOURCES LLC, as Servicer, THE VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, AND PURCHASER AGENTS FROM TIME...Receivables Purchase Agreement • February 13th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York
entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, Cloud Peak, the Servicer, any Originator or the Parent shall take any corporate or organizational action to authorize any of the actions set forth above in this paragraph;
DISCOVERY LABORATORIES, INC. Form of Series I Warrant To Purchase Common StockWarrant Agreement • February 16th, 2011 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Discovery Laboratories, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [____________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [_________________] [(_______)]1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This W
LOAN AGREEMENT Dated as of January 22, 2013 Between RP/HH PARK PLAZA, LIMITED PARTNERSHIP, as Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • August 7th, 2013 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS LOAN AGREEMENT, dated as of January 22, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and RP/HH PARK PLAZA, LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o Rockpoint Group, L.L.C., Woodlawn at Old Parkland, 3953 Maple Avenues, Suite 300, Dallas, Texas 75219 (together with its successors and/or assigns, “Borrower”).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 14th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of June 12, 2012 (this “Receivables Purchase Agreement” or this “Agreement”), among NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW (the “Issuer”), Nationstar Agency Advance Funding 2012-AW, LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).
15,000,000 of Shares of DISCOVERY LABORATORIES, INC. Common Stock ($0.001 par value) SALES AGENCY AGREEMENTSales Agency Agreement • December 14th, 2011 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
LEHIGH RIVER LLC, ISSUER AND CITIBANK, N.A., TRUSTEE AMENDED AND RESTATED INDENTURE Dated as of February 6, 2013 COLLATERALIZED LOAN OBLIGATIONSIndenture • February 7th, 2013 • FS Investment Corp II • New York
AMENDED AND RESTATED INDENTURE, dated as of February 6, 2013, among LEHIGH RIVER LLC, a newly-formed Delaware limited liability company (the “Issuer”), and CITIBANK, N.A., a national banking association, organized and existing under the laws of United States of America, as Trustee (the “Trustee”).
PARENT GUARANTYParent Guaranty • April 26th, 2013 • Glimcher Realty Trust • Real estate investment trusts • Ohio
This Parent Guaranty (“Guaranty”) is made as of February 20, 2013 by Glimcher Realty Trust, a real estate investment trust organized under the laws of the State of Maryland (“Glimcher Trust”) and Glimcher Properties Corporation, a Delaware corporation (“Glimcher Properties”, and together with Glimcher Trust, collectively, the “Guarantors”), to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).
Form of Representative’s Option AgreementRepresentative’s Option Agreement • May 22nd, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO _________2013, [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, ______________, 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS].
CONTRACT OF SALEContract of Sale • November 4th, 2011 • New York
THIS CONTRACT OF SALE (“Agreement”) made as of November 1, 2011 (the “Effective Date”) between VERIZON NEW YORK INC., a New York corporation having an office at 140 West Street, New York, New York 10007 (“Seller”) and NEW YORK UNIVERSITY, a New York education corporation, having an address of 70 Washington Square South, New York, New York 10012 (“Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 11th, 2012 • Biosante Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Georgia
THIS LOAN AND SECURITY AGREEMENT (together with all schedules, riders and exhibits annexed hereto from time to time, this “Agreement”) is entered into this 6th day of June, 2012, between ALOSTAR BANK OF COMMERCE, a state banking institution incorporated or otherwise organized under the laws of the State of Alabama (“Lender”), and ANIP ACQUISITION COMPANY, a Delaware corporation (“Borrower”). All schedules, riders and exhibits annexed hereto are incorporated herein and made a part hereof.
AGENCY AGREEMENTAgency Agreement • October 12th, 2010 • Ontario
Fraser Mackenzie Limited ("Fraser Mackenzie") and FirstEnergy Capital Corp. (collectively the "Agents") understand that Tethys Petroleum Limited (the "Company") proposes to issue and sell a minimum of 42,342,978 Ordinary Shares (as defined below) and a maximum of 70,600,000 Ordinary Shares (the "Shares").
AGREEMENT AND PLAN OF MERGER BY AND AMONG PEAK HOLDING CORP. PEAK MERGER CORP. AND COMVERGE, INC. Dated as of March 26, 2012Merger Agreement • March 26th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 26, 2012, is entered into by and among Peak Holding Corp., a Delaware corporation (“Parent”), Peak Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Comverge, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
OFFICE LEASE Between 150 Allen Road LLC, Landlord, and Electrocore LLC Tenant Dated: April 10, 2013Office Lease • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
THIS OFFICE LEASE (this “Lease”) is made and entered into as of the 10th day of April, 2013, by and between 150 Allen Road LLC, a New Jersey corporation (hereinafter referred to as “Landlord”), and Electrocore, LLC a Delaware limited liability company (hereinafter referred to as “Tenant”).
Two Harbors Investment Corp. 20,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: May 25, 2012Equity Distribution Agreement • May 25th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • New York
3,778,338 Shares CAI International, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of KPMG LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that:
LIMITED LIABILITY COMPANY AGREEMENT OF SHR ESSEX HOUSE CONDOMINIUMS HOLDINGS, LLC Dated as of September 14, 2012Limited Liability Company Agreement • November 8th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF SHR Essex House Condominiums Holdings, LLC, dated as of September 14, 2012 (the “Effective Date”), as amended, restated, replaced, supplemented or otherwise modified from time to time (this “Agreement”), is made by and between Monroe EH Condo Investment, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Monroe”) and SHC DTRS, Inc., a Delaware corporation (together with its successors and permitted assigns, “SHR”).
