Ballard Spahr Sample Contracts

15,000,000 Shares HCP, Inc. (A Maryland Corporation) Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT (December 13th, 2018)

HCP, Inc., a Maryland corporation (the Company), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the Representative), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 2,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the Common Stock). The aforesaid 2,000,000 shares of Common Stock to be purchased by the Underwriters are collectively hereinafter called the Securities.

Walker & Dunlop – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 7, 2018, by and Among (November 13th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 7, 2018, is by and among WALKER & DUNLOP, INC., a Maryland corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Amendment No. 3 to Credit Agreement (November 2nd, 2018)
Enservco Corporation – Contract (November 1st, 2018)
Gaming & Leisure Properties, Inc. – Contract (November 1st, 2018)
Potomac Electric Power Co – Contract (November 1st, 2018)
Four Corners Property Trust, Inc. – Contract (October 31st, 2018)
Gaming & Leisure Properties, Inc. – Fourth Amendment to Master Lease (October 16th, 2018)
Fourth Amendment to Master Lease (October 15th, 2018)

THIS FOURTH AMENDMENT TO MASTER LEASE (this Amendment) is made and effective as of October 15, 2018 (the Fourth Amendment Effective Date), by and between GOLD MERGER SUB, LLC, a Delaware limited liability company, having an office at c/o Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610, as landlord (together with its permitted successors and assigns, Landlord), and PINNACLE MLS, LLC, a Delaware limited liability company, having an office at 3980 Howard Hughes Parkway, Las Vegas, Nevada 89169, as tenant (together with its permitted successors and assigns, Tenant).

Amendment No. 6 and Consent to Credit Agreement and Successor Agency Agreement (October 4th, 2018)
XRpro Sciences, Inc. – Credit Agreement and Guaranty Dated as of August 31, 2018 Among Icagen-T, Inc. As the Borrower, Icagen, Inc. As Parent, Certain Subsidiaries of Parent From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $8,000,000 (October 1st, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this "Agreement"), among Icagen-T, Inc., a Delaware corporation (the "Borrower"), Icagen, Inc., a Delaware corporation ("Parent"), certain of Parent's Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

ASSET PURCHASE AGREEMENT by and Among TRANSENTERIX INC. TRANSENTERIX EUROPE, S.A.R.L., Acting Through Its Swiss Branch Being Established Under the Name TransEnterix Europe Sarl, Bertrange, Swiss Branch Lugano TRANSENTERIX ISRAEL LTD. And MST MEDICAL SURGERY TECHNOLOGIES LTD. Dated: September 23, 2018 (September 25th, 2018)
Agree Realty Corporation – AGREE REALTY CORPORATION 3,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT (September 7th, 2018)
Industrea Acquisition Corp. – Agreement and Plan of Merger (September 7th, 2018)

This Agreement and Plan of Merger (this "Agreement"), dated as of September 7, 2018, is entered into by and among Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Industrea ("Newco"), Industrea Acquisition Corp., a Delaware corporation ("Industrea"), Concrete Pumping Intermediate Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Newco ("Concrete Parent"), Concrete Pumping Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Concrete Parent ("Concrete Merger Sub"), Industrea Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Newco ("Industrea Merger Sub"), Concrete Pumping Holdings, Inc., a Delaware corporation (the "Company"), and PGP Investors, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder.

Agree Realty Corporation – September 7, 2018 (September 7th, 2018)
Agreement and Plan of Merger (September 6th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 5, 2018, is entered into by and among Polaris Industries Inc., a Delaware corporation ("Parent"), Iceman Merger Sub, Inc., a Minnesota corporation and a Subsidiary of Parent ("Merger Sub"), and WSI Industries, Inc., a Minnesota corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and together as "Parties." Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX.

XRpro Sciences, Inc. – Credit Agreement and Guaranty Dated as of August 31, 2018 Among Icagen-T, Inc. As the Borrower, Icagen, Inc. As Parent, Certain Subsidiaries of Parent From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $8,000,000 (September 6th, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this "Agreement"), among Icagen-T, Inc., a Delaware corporation (the "Borrower"), Icagen, Inc., a Delaware corporation ("Parent"), certain of Parent's Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Incremental Term Loan Amendment to Credit Agreement (August 27th, 2018)
Del Frisco's Restaurant Group, Inc. – First Amendment to Credit Agreement (August 27th, 2018)

This CREDIT AGREEMENT, dated as of June 27, 2018 among DEL FRISCO'S RESTAURANT GROUP, INC. (the "Borrower"), a Delaware corporation, the lenders from time to time parties hereto (each, a "Lender" and, collectively, the "Lenders") and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).

Navigators Group, Inc. (The) – Voting Agreement (August 22nd, 2018)
Voting Agreement (August 22nd, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation ("Parent"), and the Persons executing this Agreement as "Stockholders" on the signature page hereto (each a "Stockholder" and collectively, the "Stockholders").

Eagle Bancorp Montana – Agreement and Plan of Merger Dated as of August 21, 2018 by and Among Eagle Bancorp Montana, Inc., Opportunity Bank of Montana, Big Muddy Bancorp, Inc. And the State Bank of Townsend (August 21st, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of August 21, 2018, by and among Eagle Bancorp Montana, Inc., a Delaware corporation ("Buyer"), Opportunity Bank of Montana, a Montana state bank and wholly-owned subsidiary of Buyer ("Buyer Bank"), Big Muddy Bancorp, Inc., a Montana corporation ("Company"), and The State Bank of Townsend, a Montana state bank and wholly-owned subsidiary of Company ("Company Bank").

Zekelman Industries, Inc. – REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of June 8, 2018 Among WHEATLAND TUBE, LLC, as US Borrower 6582125 CANADA INC., as Canadian Borrower ZEKELMAN INDUSTRIES, INC., as Holdings and a Guarantor VARIOUS LENDERS, BANK OF AMERICA, N.A., BANK OF MONTREAL and PNC CAPITAL MARKETS LLC as Joint Lead Arrangers and Joint Bookrunners, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and BANK OF MONTREAL and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent $400,000,000 Senior Secured Revolving Credit Facility (August 17th, 2018)

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2018, is entered into by and among WHEATLAND TUBE, LLC, a Pennsylvania limited liability company (the US Borrower), 6582125 CANADA INC., a Canadian corporation (the Canadian Borrower and, collectively with the US Borrower, the Borrowers), ZEKELMAN INDUSTRIES, INC., a Delaware corporation (Holdings), as a Guarantor, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (Bank of America), as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, the Collateral Agent).

Kilroy Realty, L.P. – KILROY REALTY CORPORATION Common Stock UNDERWRITING AGREEMENT Dated August 8, 2018 Barclays Capital Inc. Citigroup Global Markets Inc. (August 13th, 2018)
Loan and Security Agreement (August 7th, 2018)

THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 23, 2018 and is entered into by and among TRANSENTERIX, Inc., a Delaware corporation ("Parent"), TRANSENTERIX SURGICAL, INC., a Delaware corporation ("TSI"), TRANSENTERIX INTERNATIONAL, INC., a Delaware corporation ("TII"), SAFESTITCH LLC, a Virginia limited liability company ("SafeStitch"), and each Domestic Subsidiary of the foregoing from time to time party hereto (Parent, TSI, TII, SafeStitch and such Domestic Subsidiaries individually and collectively, jointly and severally, "Borrower" or "Borrowers"), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as "Lender") and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, "Agent").

Amended and Restated Credit Agreement (August 3rd, 2018)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of June 7, 2018, by and among AQUA AMERICA, INC., a Pennsylvania corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to this Agreement (the "Banks"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the "Agent").

New Ulm Telecom – Second Amended and Restated Master Loan Agreement (August 3rd, 2018)

THIS SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (this Agreement), dated as of July 31, 2018, is between COBANK, ACB (CoBank) and NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the Borrower) and amends and restates in its entirety the Amended and Restated Master Loan Agreement, dated as of December 31, 2014, between CoBank and the Borrower, as it previously may have been amended (the Prior Agreement).

MiFi (Novatel Wireless, Inc) – Mutual General Release and Settlement Agreement (July 31st, 2018)

This Mutual Release and Settlement Agreement ("Agreement") is made and entered into by and between Inseego, Corp., successor to Novatel Wireless, Inc. ("Inseego" or the "Company"), on the one hand, and Robert E. Ralston and Ethan B. Ralston (the "Ralstons"), on the other hand, as follows.

Article I Definitions (July 10th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of July 10, 2018 (this "Agreement"), is by and between The Bancorp Bank, a Delaware chartered commercial bank ("Seller"), and Millennium Trust Company, LLC, an Illinois limited liability company ("Buyer").

Focus Financial Partners Inc. – Amendment No. 4 to First Lien Credit Agreement (June 29th, 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;

Del Frisco's Restaurant Group, Inc. – CREDIT AGREEMENT Dated as of June 27, 2018 Among DEL FRISCO'S RESTAURANT GROUP, INC., as the Borrower, the Several Lenders From Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent JPMORGAN CHASE BANK, N.A., and CITIZENS BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (June 28th, 2018)

This CREDIT AGREEMENT, dated as of June 27, 2018 among DEL FRISCO'S RESTAURANT GROUP, INC. (the "Borrower"), a Delaware corporation, the lenders from time to time parties hereto (each, a "Lender" and, collectively, the "Lenders") and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).

Delmarva Power & Light Co – Contract (June 22nd, 2018)
Potomac Electric Power Co – Contract (June 22nd, 2018)
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