Ballard Spahr Sample Contracts

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

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