Bryan Cave Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT Between NJR CLEAN ENERGY VENTURES II CORPORATION, as Seller, and SRIV PARTNERSHIP, LLC, as Buyer Dated as of November 21, 2018 (November 21st, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into as of November 21, 2018 (the "Execution Date"), by and between NJR Clean Energy Ventures II Corporation, a New Jersey corporation ("Seller"), and SRIV Partnership, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Limited Waiver and Agreement (November 20th, 2018)

This LIMITED WAIVER AND AGREEMENT, dated as of November 8, 2018 (this "Agreement"), is entered into by and between B. Riley Financial, Inc., a Delaware corporation ("Parent"), and magicJack VocalTec Ltd., an Israeli corporation (the "Company"). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).

SB/RH Holdings, LLC – ACQUISITION AGREEMENT Dated as of November 15, 2018 Between SPECTRUM BRANDS HOLDINGS, INC. And ENERGIZER HOLDINGS, INC. (November 19th, 2018)

This ACQUISITION AGREEMENT (this "Agreement") is dated as of November 15, 2018, between Spectrum Brands Holdings, Inc., a Delaware corporation ("Seller"), and Energizer Holdings, Inc., a Missouri corporation ("Purchaser").

Magicjack Vocaltec Ltd – Contract (November 16th, 2018)
Magicjack Vocaltec Ltd – Contract (November 16th, 2018)
Energizer Holdings, Inc. – ACQUISITION AGREEMENT Dated as of November 15, 2018 Between SPECTRUM BRANDS HOLDINGS, INC. And ENERGIZER HOLDINGS, INC. (November 15th, 2018)
B. Riley FBR, Inc. – Share Purchase Agreement (November 15th, 2018)

THIS SHARE PURCHASE AGREEMENT (as amended or restated from time to time, this "Agreement"), dated as of November 9, 2018 (the "Execution Date"), is made by and among B. Riley Principal Investments LLC, a Delaware limited liability company ("Buyer"), and YMax Corporation, a Delaware corporation ("Seller"). Each of Buyer and Seller is referred to as a "Party" and, collectively, the "Parties."

Omega Healthcare Investors, Inc. – Contract (November 9th, 2018)
Ag Mortgage Investment Trust – Contract (November 9th, 2018)
Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 4-19-2018) (November 8th, 2018)
Steadfast Apartment REIT, Inc. – Contract (November 8th, 2018)
Steadfast Apartment REIT, Inc. – Contract (November 8th, 2018)
Steadfast Apartment REIT, Inc. – Contract (November 8th, 2018)
Steadfast Apartment REIT, Inc. – Contract (November 8th, 2018)
Logistics Property Trust Inc. – Contract (November 8th, 2018)
Bridgewater Bancshares Inc – Exchange Agreement by and Between Bridgewater Bancshares, Inc. And Ejf Sidecar Fund, Series Llc - Series E Dated as of October 25, 2018 (October 26th, 2018)

This EXCHANGE AGREEMENT is made and entered into as of October 25, 2018 (this "Agreement") by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the "Company"), and EJF Sidecar Fund, Series LLC - Series E, a Delaware limited liability company (the "Investor").

STOCK PURCHASE AGREEMENT Among KERRY HOLDING CO., AS THE BUYER, GREEN PLAINS II LLC, AS THE SELLER, FLEISCHMANNS VINEGAR COMPANY, INC., AS THE COMPANY, AND, SOLELY FOR PURPOSES OF SECTION 11.17, GREEN PLAINS INC., AS THE GUARANTOR Dated as of October 23, 2018 (October 25th, 2018)
9,151,000 Shares of Common Stock and 9,151,000 Warrants (Exercisable for 9,151,000 Shares of Common Stock) of General Moly, Inc. Underwriting Agreement (October 19th, 2018)
Contract (October 19th, 2018)
ABL CREDIT AGREEMENT Dated as of October 2, 2018 Among BASIC ENERGY SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, PNC BANK NATIONAL ASSOCIATION, as Documentation Agent and an L/C Issuer, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PNC CAPITAL MARKETS LLC and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners (October 9th, 2018)
First Savings Financial Group – SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of September 20, 2018 by and Among FIRST SAVINGS FINANCIAL GROUP, INC. And THE PURCHASERS NAMED HEREIN (September 24th, 2018)

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of September 20, 2018 (this "Agreement"), is by and among First Savings Financial Group, Inc., an Indiana corporation (the "Company"), and the several purchasers of the Notes (each a "Purchaser" and, collectively, the "Purchasers").

ASSET PURCHASE AGREEMENT by and Between DRUMMOND COMPANY, INC. And PEABODY SOUTHEAST MINING, LLC And, Solely for Purposes of Section 8.21 Hereunder, PEABODY ENERGY CORPORATION Dated as of September 20, 2018 (September 24th, 2018)
Third Amended and Restated Credit Agreement (September 13th, 2018)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 13, 2018 (as amended from time to time, this "Agreement"), among EL PASO ELECTRIC COMPANY, a Texas corporation ("El Paso"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association with trust powers, not in its individual capacity, but solely in its capacity as successor trustee of the Rio Grande Resources Trust II (said trustee being the successor to JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank, successor by merger to The Chase Manhattan Bank, successor by merger to Chase Bank of Texas, National Association, successor by change of name to Texas Commerce Bank National Association, as trustee of the Rio Grande Resources Trust II) (in such capacity, including any successor thereto, the "Trustee"; each of El Paso and the Trustee is referred to individually herein as a "Borrower" and collectively as the "Borrowers"), the Lenders (as defined in Article I) named herein and from time

Perficient – 2.375% Convertible Senior Notes Due 2023 PURCHASE AGREEMENT (September 11th, 2018)
Omega Healthcare Investors, Inc. – Omega Healthcare Investors, Inc. Amendment No. 1 to Equity Distribution Agreement (September 7th, 2018)

Reference is made to the Equity Distribution Agreement, dated September 3, 2015 (the "Agreement") between [Manager Name] (the "Manager") and Omega Healthcare Investors, Inc., a Maryland corporation (the "Company"), pursuant to which the Company agreed to sell through the Manager (or any Alternative Manager (as defined in the Agreement)), as sales agent and/or principal, shares of the Company's common stock, par value $0.10 per share, having an aggregate gross sales price of up to $500,000,000. All capitalized terms used in this Amendment No. 1 to the Agreement (this "Amendment") and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement. The Company and the Manager agree as follows:

CREDIT AGREEMENT Dated as of August 21, 2018 Among REINSURANCE GROUP OF AMERICA, INCORPORATED, as the Loan Party, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Syndication Agents, and BARCLAYS BANK PLC; HSBC BANK USA, NATIONAL ASSOCIATION; KEYBANK NATIONAL ASSOCIATION, MIZUHO BANK, LTD.; MUFG BANK, LTD.; ROYAL BANK OF CANADA; AND SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, and the Other Lenders Party Hereto U.S. BANK NATIONAL AS (August 22nd, 2018)
Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Jonathan A. Muhtar ("Executive").

Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Guy J. Constant ("Executive").

Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Michael L. Kaplan ("Executive").

Second Amended & Restated Employment Agreement (August 22nd, 2018)

This SECOND AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Denny Marie Post ("Executive").

Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Carin Stutz ("Executive").

Forestar Group Inc – First Amendment to Letter of Credit Facility Agreement (August 17th, 2018)
FIVE YEAR CREDIT AGREEMENT by and Among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co- Syndication Agents, BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, and WELLS FARGO BANK, N.A., as Co-Documentation Agents, and THE BANK OF NEW YORK MELLON, as Administrative Agent (August 8th, 2018)

FIVE YEAR CREDIT AGREEMENT, dated as of May 17, 2018, by and among CVS HEALTH CORPORATION, a Delaware corporation (the "Borrower"), the lenders party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), BARCLAYS BANK PLC ("Barclays") and JPMORGAN CHASE BANK, N.A., ("JPMC"), as co-syndication agents (in such capacity, each a "Co-Syndication Agent" and, collectively, the "Co-Syndication Agents"), BANK OF AMERICA, N.A. ("BofA"), GOLDMAN SACHS BANK USA ("GS"), and WELLS FARGO BANK, N.A. ("Wells Fargo"), as co-documentation agents (in such capacity, each a "Co-Documentation Agent" and, collectively, the "Co-Documentation Agents"), and THE BANK OF NEW YORK MELLON ("BNY Mellon"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent").

364-Day CREDIT AGREEMENT by and Among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA and WELLS FARGO BANK, N.A., as Co-Syndication Agents, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents, and THE BANK OF NEW YORK MELLON, as Administrative Agent (August 8th, 2018)

364-DAY CREDIT AGREEMENT, dated as of May 17, 2018, by and among CVS HEALTH CORPORATION, a Delaware corporation (the "Borrower"), the lenders party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), BANK OF AMERICA, N.A. ("BofA"), GOLDMAN SACHS BANK USA ("GS"), and WELLS FARGO BANK, N.A. ("Wells Fargo"), as co-syndication agents (in such capacity, each a "Co-Syndication Agent" and, collectively, the "Co-Syndication Agents"), BARCLAYS BANK PLC ("Barclays") and JPMORGAN CHASE BANK, N.A., ("JPMC"), as co-documentation agents (in such capacity, each a "Co-Documentation Agent" and, collectively, the "Co-Documentation Agents"), and THE BANK OF NEW YORK MELLON ("BNY Mellon"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent").

Berry Plastics Group Inc. – Incremental Assumption Agreement (August 3rd, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of May 16, 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 S Loans (in such capacity, the "Initial Term S Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term T Loans (in such capacity, the "Initial Term T 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.