Ballard Spahr Sample Contracts

Citizens Community Bancorp, Inc. – STOCK PURCHASE AGREEMENT Dated June 20, 2018 UNITED BANK, UNITED BANCORPORATION, and CITIZENS COMMUNITY BANCORP, INC. (June 21st, 2018)

This STOCK PURCHASE AGREEMENT, dated June 20, 2018 (this "Agreement"), is among United Bank, a Wisconsin chartered bank (the "Bank"), United Bancorporation, a South

Ladies and Gentlemen: We Have Acted as Counsel to InVivo Therapeutics Holdings Corp., a Nevada Corporation (Corporation), in Connection With the Corporations Registration Statement on Form S-1 (File No. 333- ) (The Registration Statement), as Filed With the United States Securities and Exchange Commission (The Commission) on June 20, 2018 Under the Securities Act of 1933, as Amended (The Securities Act). The Prospectus Contained Within the Amended Registration Statement Covers the Sale, From Time to Time on a Delayed or Continuous Basis Pursuant to Rule 415(a)(4) Under the Securities Act, of C (June 20th, 2018)

In connection therewith, we have examined, and relied upon the accuracy of factual matters contained in: (a) the Articles of Incorporation of the Corporation filed with the Nevada Secretary of State on April 1, 2003, as amended (the Articles); (b) the Amended and Restated Bylaws of the Corporation, dated as of March 29, 2016; (c) resolutions adopted by the Corporations Board of Directors authorizing the filing of the Registration Statement and the exhibits thereto with the Commission, the formation of the Pricing Committee, and subject to the final approval of the Pricing Committee, the issuance and sale of the Securities pursuant to the Underwriting Agreement and the Warrant Agreement, amongst other items. We have also examined such corporate records and other agreements, documents and instruments, and such certificates or comparable documents of public officials and officers and representatives of the Corporation and have made such inquiries of such officers and representatives and h

Shares of Common Stock, Series B Warrants (Exercisable for Shares) and Series a Warrants (Exercisable for Shares) of Invivo Therapeutics Holdings Corp. Form of Underwriting Agreement (June 14th, 2018)
Ladies and Gentlemen: We Have Acted as Counsel to InVivo Therapeutics Holdings Corp., a Nevada Corporation (Corporation), in Connection With the Corporations Registration Statement on Form S-1 (File No. 333-224424) (The Base Registration Statement), as Filed With the United States Securities and Exchange Commission (The Commission) on April 24, 2018 Under the Securities Act of 1933, as Amended (The Securities Act), and as Amended on the Date Hereof (The Amended Registration Statement). The Prospectus Contained Within the Amended Registration Statement Covers the Sale, From Time to Time on a De (June 14th, 2018)

In connection therewith, we have examined, and relied upon the accuracy of factual matters contained in: (a) the Articles of Incorporation of the Corporation filed with the Nevada Secretary of State on April 1, 2003, as amended (the Articles); (b) the Amended and Restated Bylaws of the Corporation, dated as of March 29, 2016; (c) resolutions adopted by the Corporations Board of Directors authorizing the filing of the Amended Registration Statement and the exhibits thereto with the Commission, the formation of the Pricing Committee, and subject to the final approval of the Pricing Committee, the issuance and sale of the Securities pursuant to the Underwriting Agreement and the Warrant Agreement, amongst other items. We have also examined such corporate records and other agreements, documents and instruments, and such certificates or comparable documents of public officials and officers and representatives of the Corporation and have made such inquiries of such officers and representativ

Kilroy Realty, L.P. – Kilroy Realty Corporation Sales Agreement (June 5th, 2018)

Kilroy Realty Corporation, a Maryland corporation (the Company) and Kilroy Realty, L.P., a Delaware limited partnership (the Operating Partnership), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc. (Raymond James), RBC Capital Markets, LLC, Scotia Capital (USA) Inc. (Scotia) and SMBC Nikko Securities America, Inc. (SMBC), each as sales agent and/or principal and/or (except in the case of Raymond James, Scotia and SMBC) forward seller (in any such capacity, each an Agent and together the Agents) and Bank of America, N.A., Citibank, N.A., Jefferies LLC,

Atlantic City Electric – CREDIT AGREEMENT Dated as of May 23, 2018 Among ATLANTIC CITY ELECTRIC COMPANY, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (May 25th, 2018)

THIS CREDIT AGREEMENT (this "Agreement") dated as of May 23, 2018 is among ATLANTIC CITY ELECTRIC COMPANY, the banks and other financial institutions or entities listed on the signature pages hereof, and PNC Bank, National Association, as Administrative Agent. The parties hereto, intending to be legally bound hereby, agree as follows:

Atlantic City Electric – CREDIT AGREEMENT Dated as of May 23, 2018 Among ATLANTIC CITY ELECTRIC COMPANY, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, And (May 25th, 2018)

THIS CREDIT AGREEMENT (this "Agreement") dated as of May 23, 2018 is among ATLANTIC CITY ELECTRIC COMPANY, the banks and other financial institutions or entities listed on the signature pages hereof, and U.S. Bank National Association, as Administrative Agent. The parties hereto, intending to be legally bound hereby, agree as follows:

Sportsman'S Warehouse Holdings, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 23, 2018 Among SPORTSMAN'S WAREHOUSE, INC., as the Lead Borrower for the Borrowers Party Hereto THE BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, THE LENDERS PARTY HERETO as Syndication Agent and WELLS FARGO CAPITAL FINANCE, LLC, as Sole Lead Arranger (May 25th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of May 23, 2018, among SPORTSMAN'S WAREHOUSE, INC., a Utah corporation (the "Lead Borrower"), the Persons named on Schedule 1.01(a) hereto (collectively, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"),

Focus Financial Partners Inc. – FIRST LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, ROYAL BANK OF CANADA, as the Term Administrative Agent, the Collateral Agent and a Lender, BANK OF AMERICA, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., BMO CAPITAL MARKETS CORP., FIFTH THIRD BANK, as Joint Lead Arrangers and Bookrunners and BANK OF AMERICA, N.A., as a Revolving Credit Facility Joint Lead Arranger and Bookrunner (May 24th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Focus Financial Partners Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent and a Lender and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Bookrunners (May 24th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Gaming & Leisure Properties, Inc. – [Signature Page to Amendment No. 2 to the Credit Agreement] (May 22nd, 2018)

This CREDIT AGREEMENT is entered into as of October 28, 2013, as amended by Amendment No. 1 to the Credit Agreement dated July 31, 2015 (as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, this Agreement), among GLP Financing, LLC, a Pennsylvania limited liability company (together with its successors, the Borrower), each Lender from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent).

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 7 SECTION 3 SALE OF SECURITIES 9 SECTION 4 SUSPENSION OF SALES 11 SECTION 5 REPRESENTATIONS AND WARRANTIES 11 SECTION 6 SALE AND DELIVERY; SETTLEMENT 29 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 33 SECTION 8 PAYMENT OF EXPENSES 41 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE AGENT, THE FORWARD SELLER AND THE FORWARD PURCHASER 41 SECTION 10 INDEMNIFICATION 44 SECTION 11 CONTRIBUTION 46 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 48 SECTION 13 TERMINATION OF AGREEMEN

Agree Realty Corporation – May 18, 2018 (May 18th, 2018)

We have acted as Maryland corporate counsel to the Company in connection with certain matters of Maryland law arising out of the registration of shares of common stock, par value $0.0001 per share ("Common Stock"), of the Company having a maximum aggregate offering price of $250,000,000 (the "Shares") in an at-the-market offering (the "Offering"), pursuant to the Registration Statement on Form S-3 (Registration No. 333-218476) filed by the Company with the United States Securities and Exchange Commission (the "Commission") on June 2, 2017 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"). You have requested our opinion with respect to the matters set forth below.

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 4 SECTION 3 SALE OF SECURITIES 6 SECTION 4 SUSPENSION OF SALES 6 SECTION 5 REPRESENTATIONS AND WARRANTIES 6 SECTION 6 SALE AND DELIVERY; SETTLEMENT 23 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 26 SECTION 8 PAYMENT OF EXPENSES 33 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE MANAGER 34 SECTION 10 INDEMNIFICATION 36 SECTION 11 CONTRIBUTION 38 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 40 SECTION 13 TERMINATION OF AGREEMENT 40 SECTION 14

Kilroy Realty, L.P. – Table of Contents (May 14th, 2018)
Kilroy Realty, L.P. – First Amendment to Note Purchase Agreement (May 14th, 2018)
KBS Strategic Opportunity REIT, Inc. – LOAN AGREEMENT Dated March 6, 2018 Among (May 11th, 2018)
KBS Strategic Opportunity REIT, Inc. – Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents (May 11th, 2018)

THIS DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS (as it may be from time to time amended, modified, extended, substituted, and/or supplemented, the "Mortgage") is made this 6th day of March, 2018, by KBS SOR CITY TOWER, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, having an office at c/o KBS Capital Advisors LLC, 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 ("Trustor"), to BEN HAYES RIGGS, having an address at P.O. Box 4444, Houston, Texas 77210 ("Trustee"), as Trustee, for the benefit of COMPASS BANK, an Alabama banking corporation, as Administrative Agent for the Lenders, having an office at 2020 Main Street, Suite 950, Irvine, California 92614, its successors and assigns ("Beneficiary").

Capstone Therapeutics – License Agreement (May 7th, 2018)

This License Agreement (the "Agreement") is entered into as of May 2, 2018 (the "Effective Date"), by and between Anji Pharmaceuticals Inc., a company organized and existing under the laws of the Cayman Islands and having an address at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205, Cayman Islands ("Anji Pharma") and LipimetiX Development, Inc. a corporation organized and existing under the laws of Delaware and having an address at 5 Commonwealth Road, Suite 2a, Natick, MA 01970 ("LipimetiX"). Anji Pharma and LipimetiX may each be referred to herein individually as a "Party" and collectively as the "Parties."

ABL CREDIT AGREEMENT Dated as of April 3, 2018 Among CHS/COMMUNITY HEALTH SYSTEMS, INC., COMMUNITY HEALTH SYSTEMS, INC., THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, BANK OF AMERICA, N.A., RBC CAPITAL MARKETS, LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners, and DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, SUNTRUST BANK and SIEMENS FINANCIAL SERVICES, INC., as Co-Documentation Agents (April 4th, 2018)

ABL CREDIT AGREEMENT dated as of April 3, 2018 (this Agreement), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Borrower), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (Parent), the Lenders (as defined in Article I), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) and as collateral agent (in such capacity, the Collateral Agent) for the Lenders.

Agree Realty Corporation – Underwriting Agreement (March 19th, 2018)
Agree Realty Corporation – March 16, 2018 (March 19th, 2018)
New Ulm Telecom – Stock Purchase Agreement (March 15th, 2018)

This STOCK PURCHASE AGREEMENT (this Agreement) by and among New Ulm Telecom, Inc., a Minnesota corporation (the Buyer), Scott Rice Telephone Co., a Minnesota corporation (the Company), and Allstream Business US, LLC, an Oregon limited liability company (the Seller) is dated February 22, 2018. Each of the Buyer, the Company, and the Seller is referred to individually as a Party and, collectively, as the Parties.

AAC Holdings, Inc. – Recitals (March 2nd, 2018)

CREDIT AGREEMENT dated as of June 30, 2017 (as may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) among AAC HOLDINGS, INC., a Nevada corporation (the Borrower), the Lenders (such term and each other capitalized term used but not defined in this preamble having the meaning given to it in Article I) party hereto and CREDIT SUISSE AG (Credit Suisse), as administrative agent for the Lenders (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent for the Secured Parties (in such capacity, including any successor thereto, the Collateral Agent).

Asset Purchase Agreement (February 21st, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 20, 2018, is entered into by and between Calix, Inc., a Delaware corporation ("Seller"), and Clearfield, Inc., a Minnesota corporation ("Purchaser"). Capitalized terms have the respective meanings ascribed to them in Article 1.

Bacterin Intl Hldgs – Investor Rights Agreement (February 16th, 2018)

This Investor Rights Agreement, dated as of February 14, 2018 (this "Agreement"), by and among Xtant Medical Holdings, Inc. (the "Company"), OrbiMed Royalty Opportunities II, LP ("OrbiMed"), ROS Acquisition Offshore LP ("ROS" and, together with OrbiMed, the "Investors") and Park West Partners International, Limited and Park West Investors Master Fund, Limited (collectively, the "Park West Funds").

Vici Properties Inc. – 60,500,000 Shares VICI PROPERTIES INC. (A Maryland Corporation) COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT (February 6th, 2018)
Securities Purchase Agreement (February 2nd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of February 1, 2018, is between OpGen, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 TEL 215.665.8500 FAX: 215.864.8999 www.ballardspahr.com February 1, 2018 OpGen, Inc. (February 1st, 2018)
Lilis Energy, Inc. – Amendment No. 4 to Credit Agreement (February 1st, 2018)

This Amendment No. 4 to Credit Agreement (this "Amendment") dated as of January 31, 2018 (the "Effective Date") is among Lilis Energy, Inc. (the "Borrower"), certain subsidiaries of the Borrower party hereto (each, a "Guarantor" and collectively, the "Guarantors"), Wilmington Trust, National Association, as administrative agent (the "Administrative Agent"), Varde Partners, Inc., ("Varde") in its capacity as the Lead Lender (as defined in the Credit Agreement (as defined below)) and the other Lenders (as defined below) party hereto.

Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 TEL 215.665.8500 FAX: 215.864.8999 www.ballardspahr.com January 30, 2018 OpGen, Inc. (January 31st, 2018)
Securities Purchase Agreement (January 31st, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of [__], 2018, is between OpGen, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Purchase Agreement (January 26th, 2018)

PURCHASE AGREEMENT (the Agreement), dated as of January 25, 2018, by and between INVIVO THERAPEUTICS HOLDINGS CORP., a Nevada corporation (the Company), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the Investor).

Settlement Agreement (January 22nd, 2018)

THIS SETTLEMENT AGREEMENT (this "Settlement Agreement") is made and entered into as of January 21, 2018 (the "Effective Date") by and between ANHEUSER-BUSCH INBEV SA/NV, a public company organized under the laws of Belgium ("ABI"), and MOLSON COORS BREWING COMPANY, a Delaware corporation ("MCBC"). ABI and MCBC are referred to herein as a "Party" and collectively as the "Parties". Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).

TERM LOAN CREDIT AGREEMENT Dated as of January 12, 2018 Among (January 16th, 2018)

THIS TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 (this "Agreement") is entered into among (i) QUMU CORPORATION, a Minnesota corporation (the "Borrower"), (ii) QUMU, Inc., a California corporation and the other Persons party hereto from time to that are designated as a "Guarantor" hereunder, (iii) the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the "Lenders"), and (iv) ESW HOLDINGS, INC. (in its individual capacity, "ESW Holdings"), as administrative agent for the Lenders.