Bryan Cave Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of July 11, 2018 by and Among IZEA, INC., a Nevada Corporation, IZEA MERGER SUB, INC., a Delaware Corporation, TAPINFLUENCE, INC., a Delaware Corporation CERTAIN STOCKHOLDERS OF TAPINFLUENCE, INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE STOCKHOLDERS' REPRESENTATIVE (July 12th, 2018)

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

Hennessy Advisors – Transaction Agreement (July 11th, 2018)

THIS TRANSACTION AGREEMENT is made and entered into on this 10th day of July, 2018, by and between HENNESSY ADVISORS, INC., a California corporation ("Buyer"), and BP CAPITAL FUND ADVISORS, LLC, a Delaware limited liability company ("Seller").

Energizer Holdings, Inc. – ENERGIZER GAMMA ACQUISITION, INC. As Escrow Issuer the Guarantors Party Hereto From Time to Time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 6, 2018 6.375% Senior Notes Due 2026 (July 9th, 2018)

INDENTURE, dated as of July 6, 2018, among ENERGIZER GAMMA ACQUISITION, INC., a Missouri corporation (the Escrow Issuer), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the Trustee).

Energizer Holdings, Inc. – ENERGIZER GAMMA ACQUISITION B.V. As Issuer the Guarantors Party Hereto From Time to Time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Registrar THE BANK OF NEW YORK MELLON, LONDON BRANCH as Paying Agent INDENTURE Dated as of July 6, 2018 4.625% Senior Notes Due 2026 (July 9th, 2018)

INDENTURE, dated as of July 6, 2018, among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the Issuer), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the Trustee) and Registrar, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent.

Griffin Capital Essential Asset REIT II, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2018 Among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. As Borrower and the Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent (July 5th, 2018)
Crawford – Current DRAFT as of 5:21 Pm EDT, June 15 Crawford & Company(r) Announces Agreement to Sell Garden City Group(r) to Epiq (June 18th, 2018)

ATLANTA (June 18, 2018) Crawford & Company(r), the worlds largest publicly listed independent provider of claims management solutions to insurance companies and self-insured entities, today announced that it has sold Garden City Group, LLCSM (GCG(r)), its legal administrative services unit to Epiq, a worldwide provider of legal services, serving law firms, corporations and financial institutions.

Crawford – MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND BETWEEN CRAWFORD & COMPANY CRAWFORD & COMPANY (CANADA) INC. EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC. AND EPIQ SYSTEMS CANADA ULC Dated as of June 15, 2018 (June 18th, 2018)

This MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT, dated June 15, 2018 (this Agreement), is made and entered into by and between Crawford & Company, a Georgia corporation (Equity Seller), Crawford & Company (Canada) Inc., a Canada corporation (Asset Seller; each of Equity Seller and Asset Seller, a Seller and collectively Sellers), Epiq Class Action & Claims Solutions, Inc., a Rhode Island corporation (Equity Buyer), and Epiq Systems Canada ULC, a British Columbia unlimited liability company (Asset Buyer each of Equity Buyer and Asset Buyer, a Buyer and collectively Buyers). Buyers (collectively) and Sellers (collectively) are each referred to individually as a Party and collectively as the Parties.

AMENDMENT NO. 1, Dated as of June 11, 2018 (This Amendment), to the Second Amended and Restated Credit Agreement Dated as of December 1, 2017 (The Existing Credit Agreement, and as Modified by This Amendment and as Further Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the Credit Agreement), Among TREEHOUSE FOODS, INC., a Delaware Corporation (The Borrower), Each Lender From Time to Time Party Thereto (Collectively, the Lenders and Individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent (The Administrative Agent), Swing Line Lender and L/C Issuer. (June 11th, 2018)
Carolina Financial Corp – 1,596,350 Shares CAROLINA FINANCIAL CORPORATION Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT (June 11th, 2018)
Securities Purchase Agreement (May 31st, 2018)

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 24, 2018, is made by and between Manitex International, Inc., a Michigan corporation (the Company), and Tadano Ltd., a Japanese company (the Purchaser).

Emerson Electric – CREDIT AGREEMENT Dated as of May 23, 2018 Among EMERSON ELECTRIC CO., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS AND LC ISSUERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as the Agent, and CITIBANK, N.A., as Syndication Agent JPMORGAN CHASE BANK, N.A. And CITIBANK, N.A., as Joint Lead Arrangers and Joint Bookrunners (May 29th, 2018)

THIS CREDIT AGREEMENT, dated as of May 23, 2018, is by and among EMERSON ELECTRIC CO., the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS, the LC ISSUERS and JPMORGAN CHASE BANK, N.A., as Agent. The parties hereto agree as follows:

Acxiom – Amended and Restated Employment Agreement (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated as of July 26, 2014, (the "Agreement"), by and between Acxiom Corporation, a Delaware corporation (the "Company") and Scott E. Howe (the "Executive"), is hereby amended and restated as of February 14, 2018 (the "Restatement Date").

Acxiom – Amended and Restated Employment Agreement (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated March 27, 2015, (the "Agreement"), and effective as of January 11, 2015, (the "Effective Date"), by and between Acxiom Corporation, a Delaware corporation (the "Company"), and Warren C. Jenson (the "Executive"), is hereby amended and restated as of February 14, 2018 (the "Restatement Date").

Callon Petroleum Company – PURCHASE AND SALE AGREEMENT Between Cimarex Energy Co. Et Al., as Seller, and Callon Petroleum Operating Company, as Buyer Dated May 23, 2018 (May 24th, 2018)

This Purchase and Sale Agreement (this Agreement), executed as of May 23, 2018 (the Execution Date), is by and between Cimarex Energy Co., a Delaware corporation (Cimarex), Prize Energy Resources, Inc., a Delaware corporation (Prize) and Magnum Hunter Production, Inc., a Texas corporation (Magnum Hunter) (Cimarex, Prize and Magnum Hunter being collectively called, Seller), and Callon Petroleum Operating Company, a Delaware corporation (Buyer).

Contract (May 10th, 2018)

SEVENTH AMENDMENT, dated as of February 27, 2018 (this "Amendment"), to the Credit Agreement (as defined below) among GCI Holdings, Inc. (the "Borrower"), the Parent, the Subsidiary Guarantors, Credit Agricole Corporate and Investment Bank, as Administrative Agent (the "Administrative Agent") and the Lenders party hereto.

Berry Plastics Group Inc. – Incremental Assumption Agreement and Amendment (May 3rd, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT (this "Agreement"), dated as of February 12, 2018, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term Q Loans (in such capacity, the "Initial Term Q Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term R Loans (in such capacity, the "Initial Term R Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

DERMAdoctor, LLC – Amended and Restated Operating Agreement of Dermadoctor, Llc (May 2nd, 2018)

THIS AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into effective as of the day of , 2016 (the "Effective Date") by and among DERMAdoctor, LLC (the "Company") and the Persons executing this Agreement as Members on the signature page hereof or who otherwise become parties hereto in accordance with the terms hereof.

Sundance Energy Australia Ltd – Amended & Restated Term Loan Credit Agreement Dated as of April 23, 2018 Among (May 1st, 2018)

THIS AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of April 23, 2018, is among Sundance Energy Australia Limited, a limited company organized and existing under the laws of South Australia ("Parent"), Sundance Energy, Inc., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto and Morgan Stanley Energy Capital Inc. (in its individual capacity, "MSECI"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Sundance Energy Australia Ltd – CREDIT AGREEMENT Dated as of April 23, 2018 Among (May 1st, 2018)

THIS CREDIT AGREEMENT dated as of April 23, 2018, is among SUNDANCE ENERGY AUSTRALIA LIMITED, a limited company organized and existing under the laws of South Australia ("Parent"), SUNDANCE ENERGY, INC., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto and Natixis, New York Branch (in its individual capacity, "Natixis"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

AGREEMENT AND PLAN OF MERGER by and Among NICE SYSTEMS, INC., NICE ACQUISITION SUB, INC., MATTERSIGHT CORPORATION And, Solely for Purposes of Section 8.16, NICE LTD. Dated as of April 25, 2018 (April 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of April 25, 2018 by and among NICE Systems, Inc., a Delaware corporation (Parent), NICE Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acquisition Sub), Mattersight Corporation, a Delaware corporation (the Company), and, solely for purposes of Section 8.16, NICE Ltd., a company organized under the laws of the State of Israel (Guarantor).

Tender and Support Agreement (April 26th, 2018)

This Tender and Support Agreement (this Agreement) is made and entered into as of April 25, 2018, by and among Nice Systems, Inc., a Delaware corporation (Parent), NICE Acquisition Sub, Inc., a Delaware corporation (Acquisition Sub) and the stockholders of Mattersight Corporation, a Delaware corporation (the Company), set forth on Schedule A hereto (each a Stockholder and, collectively the Stockholders, and together with Parent and Acquisition Sub, the parties).

National Commerce Corp – Agreement and Plan of Merger (April 24th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 24, 2018, by and between National Commerce Corporation ("NCC"), a corporation organized and existing under the Laws of the State of Delaware, with its principal office in Birmingham, Alabama; and Landmark Bancshares, Inc. ("Landmark"), a corporation organized and existing under the Laws of the State of Georgia, with its principal office in Marietta, Georgia.

Forum Merger Corp – Third Amendment to Revolving Loan Credit Agreement (April 11th, 2018)

This REVOLVING LOAN CREDIT AGREEMENT, dated as of June 20, 2017 (this Agreement), is entered into by and among C1 INTERMEDIATE CORP., a Delaware corporation (Holdings), C1 HOLDINGS CORP., a Delaware corporation (the Lead Borrower), CONVERGEONE, INC., a Minnesota corporation (ConvergeOne), ANNESE & ASSOCIATES, INC., a New York corporation (Annese), SPS HOLDCO, LLC, a Delaware limited liability company (SPS Holdco), STRATEGIC PRODUCTS AND SERVICES, LLC, a Delaware limited liability company (SPS), PROVIDEA CONFERENCING, LLC, a Delaware limited liability company (Providea), CONVERGEONE UNIFIED TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (C1S), CONVERGEONE TECHNOLOGY UTILITIES, INC., a Delaware corporation (C1U), ALEXANDER OPEN SYSTEMS, INC., a Kansas corporation (AOS), ARROW SYSTEMS INTEGRATION, INC., a Delaware corporation (Arrow), ASI MANAGED SERVICES, LLC, a Delaware limited liability company (ASIM), ASI DEDICATED SERVICES, LLC, a Delaware limited liability company (ASID), and AS

Contract (April 10th, 2018)

INCREMENTAL REVOLVING CREDIT ASSUMPTION AGREEMENT dated as of April 10, 2018 (this "Agreement"), relating to the CREDIT AGREEMENT dated as of January 31, 2017 (as amended by that certain Incremental Assumption Agreement and Amendment No. 1 dated as of August 17, 2017 and by that certain Incremental Assumption Agreement and Amendment No. 2 dated as of February 28, 2018 ("Amendment No. 2"), and as further amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among TEREX CORPORATION, a Delaware corporation ("Terex"), NEW TEREX HOLDINGS UK LIMITED, with company number 02962659, a limited company organized under the laws of England, TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY UNLIMITED COMPANY, with company number 327184, a company organized under the laws of Ireland, and TEREX AUSTRALIA PTY LTD (ACN 010 671 048), a company organized under the laws of Australia and registered in Queensland, Australia, the Lenders (as defined in Article I of the Cr

Bioceres S.A. – Offer Letter- Capitalization (March 23rd, 2018)

This Offer Letter, dated as of March 16, 2018 (this "Offer Letter"), relates to (i) the Participation Rights Agreement (the "PRA") dated April 8, 2016, entered into by and among Bioceres S.A., a sociedad anonima organized and existing under the laws of Argentina (the "Company") and Monsanto Argentina, S.R.L. (f/k/a Monsanto Argentina S.A.I.C., and hereafter "Monsanto") and BAF Latam Trade Finance Fund B.V. ("BAF Latam"), which agreement was assigned to BAF Latam Credit Fund B.V. ("BAF Credit").

Form of Amended and Restated Warrant (March 6th, 2018)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF (SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Contract (February 28th, 2018)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2 dated as of February 28, 2018 (this "Agreement"), relating to the CREDIT AGREEMENT dated as of January 31, 2017 (as amended by that certain Incremental Assumption Agreement and Amendment No. 1, dated as of August 17, 2017, and as further amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among TEREX CORPORATION, a Delaware corporation ("Terex"), NEW TEREX HOLDINGS UK LIMITED, with company number 02962659, a limited company organized under the laws of England, TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY UNLIMITED COMPANY, with company number 327184, a company organized under the laws of Ireland, and TEREX AUSTRALIA PTY LTD (ACN 010 671 048), a company organized under the laws of Australia and registered in Queensland, Australia, the Lenders (as defined in Article I of the Credit Agreement), the Issuing Banks (as defined in Article I of the Credit Agreement) and CREDIT SUISSE AG, CAYMAN IS

Forum Merger Corp – Second Amendment to Revolving Loan Credit Agreement (February 26th, 2018)

This SECOND AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this Amendment), dated as of February 13, 2018 (the Amendment Effective Date) is among C1 INTERMEDIATE CORP., a Delaware corporation (Holdings), CONVERGEONE HOLDINGS CORP., a Delaware corporation (C1H), CONVERGEONE, INC., a Minnesota corporation (ConvergeOne), ANNESE & ASSOCIATES, INC., a New York corporation (Annese), SPS HOLDCO, LLC, a Delaware limited liability company (SPS Holdco), STRATEGIC PRODUCTS AND SERVICES, LLC, a Delaware limited liability company (SPS), PROVIDEA CONFERENCING, LLC, a Delaware limited liability company (Providea), RGTS, INC., a Delaware corporation (RGTS), RGT UTILITIES, INC., a Delaware corporation (RGTU), ALEXANDER OPEN SYSTEMS, INC., a Kansas corporation (AOS and, collectively, together with C1H, ConvergeOne, Annese, SPS Holdco, SPS, Providea, RGTS and RGTU, the Borrowers), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (CDF), as administrative agent for the Lenders (as defined below) (in such ca

Berry Plastics Group Inc. – Incremental Assumption Agreement (February 7th, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of November 27, 2017, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term O Loans (in such capacity, the "Initial Term O Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term P Loans (in such capacity, the "Initial Term P Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

STRICTLY CONFIDENTIAL EXECUTION COPY SMRH:484497247.47 SM01DOCS\1200417.35 AGREEMENT AND PLAN OF MERGER by and Among MERCURY SYSTEMS, INC., THUNDERBIRD MERGER SUB, INC., CERES SYSTEMS and THE SHAREHOLDER REPRESENTATIVES NAMED HEREIN Dated as of December 21, 2017 (February 1st, 2018)
Forum Merger Corp – First Amendment to Revolving Loan Credit Agreement (January 26th, 2018)

This FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this Amendment), dated as of January 18, 2018, is among C1 INTERMEDIATE CORP., a Delaware corporation (Holdings), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the (C1H), CONVERGEONE, INC., a Minnesota corporation (ConvergeOne), ANNESE & ASSOCIATES, INC., a New York corporation (Annese), SPS HOLDCO, LLC, a Delaware limited liability company (SPS Holdco), STRATEGIC PRODUCTS AND SERVICES, LLC, a Delaware limited liability company (SPS), PROVIDEA CONFERENCING, LLC, a Delaware limited liability company (Providea), RGTS, INC., a Delaware corporation (RGTS), RGT UTILITIES, INC., a Delaware corporation (RGTU and, collectively, together with C1H, ConvergeOne, Annese, SPS Holdco, SPS, Providea and RGTS, the Borrowers), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (CDF), as administrative agent for the Lenders (as defined below) (in such capacity, the Administrative Agent) and collateral agent for the Secured Parties (in such cap

A.S.V., Llc – Accounting Terms1 General Terms2 Uniform Commercial Code Terms39 Certain Matters of Construction39 Revolving Advances40 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances41 Term Loan43 Swing Loans44 Disbursement of Advance Proceeds45 Making and Settlement of Advances45 Maximum Advances47 Manner and Repayment of Advances47 Repayment of Excess Advances49 Statement of Account49 Letters of Credit49 Issuance of Letters of Credit50 Requirements for Issuance of Letters of Credit50 Disbursements, Reimbursement51 Repayment of Participati (December 28th, 2017)
Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (December 5th, 2017)
Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (December 5th, 2017)
Contract (December 5th, 2017)