BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.Agreement and Plan of Merger • February 17th, 2010 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2018 • Intellipharmaceutics International Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2018, between Intellipharmaceutics International Inc., a company organized under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between LONGEVERON INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters LONGEVERON INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
AMONGStock Purchase Agreement • February 27th, 2007 • Harsco Corp • Fabricated structural metal products • Pennsylvania
AGFEED INDUSTRIES, INC. Issuer AND [Trustee], TrusteeIndenture • June 30th, 2009 • Agfeed Industries, Inc • Agricultural prod-livestock & animal specialties • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of senior debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023, between LONGEVERON 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”).
AGFEED INDUSTRIES, INC., Issuer AND [Trustee], TrusteeAgfeed Industries, Inc • June 30th, 2009 • Agricultural prod-livestock & animal specialties • New York
Execution Copy TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this "Agreement") is made and entered into as of February 16, 2010, by and among L. B. Foster Company, a Pennsylvania corporation ("Parent"), Foster Thomas Company, a West...Tender and Voting Agreement • February 17th, 2010 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
FIRST AMENDMENTCredit Agreement • October 23rd, 2014 • M I Homes Inc • Operative builders • New York
FIRST AMENDMENT (this “First Amendment”), dated as of October 20, 2014 (the “First Amendment Effective Date”), to the Credit Agreement, dated as of July 18, 2013 (the “Credit Agreement”; the Credit Agreement, as modified by the First Amendment, the “Amended Credit Agreement”), among M/I HOMES, INC., an Ohio corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Existing Lenders”), PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), and the other agents party thereto.
Form of Representative’s Warrant AgreementLongeveron LLC • February 3rd, 2021 • Pharmaceutical preparations • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • August 18th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $3.00 per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”
ContractCommon Stock Purchase Warrant • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Legal Services AgreementLegal Services Agreement • January 5th, 2017
This Agreement establishes the terms and conditions of the agreement for legal services by and between Citizens Property Insurance Corporation (“Citizens”), and Buchanan Ingersoll & Rooney PC (“Firm”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., WALES ACQUISITION SUB CORP., WOMBAT SECURITY TECHNOLOGIES, INC. ANDAgreement and Plan of Merger • May 3rd, 2018 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 2, 2018 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Acquirer”), Wales Acquisition Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Wombat Security Technologies, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholders’ Agent.
CREDIT AGREEMENTCredit Agreement • December 5th, 2011 • Precision Castparts Corp • Iron & steel foundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 30, 2011, among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Swing Line Lender and an L/C Issuer, and CITIBANK, N.A., as an L/C Issuer.
EQUITY CREDIT AGREEMENT BY AND BETWEEN COVENANT GROUP OF CHINA, INC. AND SOUTHRIDGE PARTNERS II, LP Dated January 31, 2010Equity Credit Agreement • February 4th, 2010 • Covenant Group of China Inc • Metal mining • New York
THIS EQUITY CREDIT AGREEMENT entered into as of the 31st day of January, 2010 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and COVENANT GROUP OF CHINA, INC., a corporation organized and existing under the laws of the State of Nevada (the "COMPANY").
SMARTHEAT INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2008 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June ___, 2008, is made by and between SmartHeat Inc., a Nevada corporation (the "Company"), and the undersigned investor (the "Investor").
CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • April 3rd, 2024 • Pharmaceutical preparations • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 7th, 2014 • JHH Capital, LLC • Retail-catalog & mail-order houses • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (the "Agreement"), made this ____ day of November, 2010 by and between BION ENVIRONMENTAL TECHNOLOGIES, INC., a Colorado corporation duly qualified to do business in the...Loan and Security Agreement • December 6th, 2010 • Bion Environmental Technologies Inc • Agricultural chemicals
CREDIT AGREEMENT Dated as of December 14, 2015 among PRECISION CASTPARTS CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent,Credit Agreement • December 17th, 2015 • Precision Castparts Corp • Iron & steel foundries • New York
[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, in all material respects, and no Default has occurred and is continuing.]
AMENDMENT NO. ONE TO ASSET PURCHASE AGREEMENT BETWEEN CYPRESS BIOSCIENCE, INC. AND CELLATOPE CORPORATIONAsset Purchase Agreement • August 23rd, 2019 • Exagen Inc. • Services-medical laboratories • California
This Amendment No. One is made as of this 14th day of December by and between Exagen Diagnostics, Inc. (“Exagen”), a Delaware corporation and successor-in-interest to Cypress Bioscience, Inc. (“Cypress”), and Cellatope Corporation Liquidating Trust (the “Trust”), a trust formed pursuant to a certain Agreement and Declaration of Trust dated February 27, 2009 between Cellatope Corporation (“Cellatope”) and the Trustee and successor-in-interest to Cellatope, which, with Cypress, was party to that certain Asset Purchase Agreement, dated as of February 9, 2009 (the “Agreement”). Each of Exagen and the Trust is sometimes referred to herein as a “party,” and together Exagen and the Trust are sometimes referred to herein as “parties.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2011 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
This Employment Agreement (“Agreement”) is made and entered into by and between DPAC Technologies Corp., a California corporation (the “Company”) and Steven D. Runkel, an individual (“Executive”), effective as of January 1, 2011.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between LONGEVERON 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”).
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc.Longeveron Inc. • April 11th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Smith Micro Software, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2022, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between LONGEVERON 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”).
AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.Agreement and Plan of Merger • February 26th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 16th day of February, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).
OPTION AMENDMENT, OPTION EXERCISE AND MEMBERSHIP INTEREST PURCHASE AGREEMENTOption Exercise and Membership Interest Purchase Agreement • March 7th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
Subject, however, to the following rights existing as of the Effective Date: oil and gas lease rights, public roads, public drainage ditches, easements for power lines, pipelines, railroads and rights-of-way, telephone lines, buried cables and all other easements and reservations.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2008 • Agfeed Industries, Inc • Grain mill products • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 22, 2008 by and between AgFeed Industries, Inc., a Nevada corporation (the “ Company ”), and the investors named on Exhibit A hereto (each on “ Investor ” and collectively the “ Investors ”).
SHARE EXCHANGE AGREEMENT BY AND AMONG SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD and SMARTHEAT INC. and THE SHAREHOLDERS OF SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD Dated as of April 14, 2008Share Exchange Agreement • April 28th, 2008 • Beijing YSKN Machinery & Electronic Equipment Co., Ltd. • Heating equipment, except electric & warm air furnaces • Nevada
This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of April 14, 2008, by and among SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD, a company organized under the laws of the Peoples Republic of China ("Taiyu") and SMARTHEAT INC., a Nevada corporation ("Purchaser") and each of the shareholders of Taiyu listed on Schedule 4.2 hereto (the "Taiyu Shareholders").
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 13, 2006 AMONG GOLF GALAXY, INC. YANKEES ACQUISITION CORP. AND DICK’S SPORTING GOODS, INC.Agreement and Plan of Merger • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 13, 2006, by and among Dick’s Sporting Goods, Inc., a Delaware corporation (the “Parent”), Yankees Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (the “Subsidiary”), and Golf Galaxy, Inc., a Minnesota corporation (the “Company” and where the context requires, the “Company” means the Company and its consolidated subsidiaries) (the Subsidiary and the Company sometimes being referred to hereinafter as the “Constituent Corporations”).
THIRD AMENDED AND RESTATED OEM SUPPLY AGREEMENTOem Supply Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
THIS THIRD AMENDED AND RESTATED OEM SUPPLY AGREEMENT (the “Agreement “ or “Third Amended and Restated Agreement”) is entered into by and between MedQuist Inc., a New Jersey corporation (“MedQuist”), and Nuance Communications, Inc. (hereinafter “Nuance”), a successor in interest to Philips Speech Recognition Systems GmbH “PSP”), and made effective as of November 10, 2009 (the “Third Amended and Restated Agreement Effective Date”), amending and restating that certain Amendment 1 to Second Amended and Restated OEM Supply Agreement dated December 31, 2008, and Second Amended and Restated OEM Supply Agreement made effective as of October 1, 2008 (“Second Amended and Restated Agreement Effective Date”), which amended and restated the Amended and Restated OEM Supply
AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.Agreement and Plan of Merger • February 17th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
Defined Term Location in Agreement Acceptance Time Section 6.3 Acquired Companies Section 3.1(b) Acquisition Co. Preamble Agreement Preamble Alternative Transaction Proposal Section 5.3(a) Benefit Plan Section 3.15 Business Day Section 1.4(a) Cash Amount Section 2.5(b) Certificates Section 2.6(b) Closing Section 2.3 Closing Date Section 2.3 Code Section 3.2(b) Company Preamble Company Benefit Plan Section 3.15 Company Board Recommendation Section 1.2(a) Company Common Stock Introduction Company Disclosure Letter Article 3 (preamble) Company Intellectual Property Section 3.13(a) Company Material Adverse Effect Section 3.1(a) Company Material Contract Section 3.14 Company Options Section 3.2(b) Company Permits Section 3.11 Company SEC Documents Section 3.8(a) Company Shareholder Meeting Section 6.1(a) Company Superior Proposal Section 5.3(d) Company's Form 10-K Section 3.10 Company's Stock Option Plan Section 3.2(b) Confidentiality, Non-disclosure and Exclusive Negotiation Agreement Sect
MODIFICATION AGREEMENTModification Agreement • December 10th, 2010 • Decorator Industries Inc • Miscellaneous fabricated textile products • Florida
THIS MODIFICATION AGREEMENT (the “Agreement”) is made effective as of September 30, 2009 (“Effective Date”) by and between WACHOVIA BANK, NATIONAL ASSOCIATION whose address is 225 Water Street, Jacksonville, FL 32202 (“Wachovia”), and DECORATOR INDUSTRIES, INC., a Pennsylvania corporation, whose address is 10011 Pines Boulevard, Suite 201, Pembroke Pines, FL 33024 (“Borrower”).
