Dickinson Wright Sample Contracts

Amendment No. 4 to Credit Agreement (June 1st, 2018)

AMENDMENT NO. 4, dated as of May 30, 2018 (this Amendment) to the Credit Agreement (as defined below), among Visteon Corporation (the Borrower), each signatory hereto under the heading GUARANTORS on the signature pages hereto (collectively, the Guarantors and, each, individually, a Guarantor), each lender under the Credit Agreement party hereto (collectively, the Lenders and, each, individually, a Lender) and Citibank, N.A., as administrative agent (in such capacity, the Administrative Agent).

Aurora Creative Group – Deed in Lieu of Foreclosure Agreement (March 29th, 2018)

This Deed in Lieu of Foreclosure Agreement ("Agreement") is made as of the ___ day of March, 2018, by and among ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation ("EnerJex Kansas"), BLACK RAVEN ENERGY, INC., a Nevada corporation ("Black Raven"), WORKING INTEREST, LLC, a Kansas limited liability company ("Working Interest"), ADENA, LLC, a Colorado limited liability company ("Adena"), KANSAS HOLDINGS, LLC, a Delaware limited liability company ("Kansas Holdings") and BLACK SABLE ENERGY, LLC, a Texas limited liability company ("Black Sable"; together with EnerJex Kansas, Black Raven, Working Interest, Adena and Kansas Holdings, individually, a "Borrower" and collectively, the "Borrowers"), ENERJEX RESOURCES, INC., a Nevada corporation ("Guarantor") (Borrowers and Guarantor are hereinafter sometimes jointly referred to as the "Obligors"), PASS CREEK RESOURCES LLC, a Delaware limited liability company ("Pass Creek") and CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware

Aurora Creative Group – Promissory Note (March 29th, 2018)
Car Charging Group – Underwriting Agreement (February 9th, 2018)

The undersigned, Blink Charging Co., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Blink Charging Co., the "Company"), hereby confirms its agreement (this "Agreement") with Joseph Gunnar & Co., LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

One Stop Systems Inc – ONE STOP SYSTEMS, INC. (A Delaware Corporation) 3,800,000 Shares of Common Stock UNDERWRITING AGREEMENT (February 1st, 2018)
One Stop Systems Inc – ONE STOP SYSTEMS, INC. (A Delaware Corporation) [*] Shares of Common Stock UNDERWRITING AGREEMENT (January 16th, 2018)
Shareholder Voting Agreement (January 9th, 2018)

This Shareholder Voting Agreement (this Agreement) is entered into as of January 9, 2018, by and between the undersigned holder (Shareholder) of Common Shares (as defined below) and Meta Financial Group, Inc., a Delaware corporation (Buyer).

Shareholder Voting Agreement (January 9th, 2018)

This Shareholder Voting Agreement (this Agreement) is entered into as of January 9, 2018, by and between the undersigned holder (Shareholder) of Common Shares (as defined below) and Meta Financial Group, Inc., a Delaware corporation (Buyer).

Agreement and Plan of Merger Dated as of January 9, 2018 by and Among Meta Financial Group, Inc. Metabank, Crestmark Bancorp, Inc. And Crestmark Bank (January 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of January 9, 2018, by and among Meta Financial Group, Inc., a Delaware corporation (Buyer), MetaBank, a federally chartered stock savings bank and a wholly-owned subsidiary of Buyer (Buyer Bank and, together with Buyer, sometimes referred to herein as the Buyer Parties), Crestmark Bancorp, Inc. a Michigan corporation (Company), and Crestmark Bank, a Michigan state-chartered bank and wholly-owned subsidiary of Company (Company Bank and, together with Company, sometimes referred to herein as the Company Parties).

Aurora Creative Group – First Amendment to Second Amended and Restated Credit Agreement (December 29th, 2017)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2017 (this "Amendment"), is entered into by and among ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation ("EnerJex Kansas"), BLACK RAVEN ENERGY, INC., a Nevada corporation ("Black Raven"), WORKING INTEREST, LLC, a Kansas limited liability company ("Working Interest"), ADENA, LLC, a Colorado limited liability company ("Adena"), KANSAS HOLDINGS, LLC, a Delaware limited liability company ("Kansas Holdings") and BLACK SABLE ENERGY, LLC, a Texas limited liability company ("Black Sable"; together with EnerJex Kansas, Black Raven, Working Interest, Adena and Kansas Holdings, collectively, the "Borrowers"), ENERJEX RESOURCES, INC., a Nevada corporation ("Parent"), PASS CREEK RESOURCES LLC, a Delaware limited liability company ("Pass Creek") and CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as administrative agent (in such capacity and together with it

Aurora Creative Group – First Amendment to Second Amended and Restated Credit Agreement (December 29th, 2017)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2017 (this "Amendment"), is entered into by and among ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation ("EnerJex Kansas"), BLACK RAVEN ENERGY, INC., a Nevada corporation ("Black Raven"), WORKING INTEREST, LLC, a Kansas limited liability company ("Working Interest"), ADENA, LLC, a Colorado limited liability company ("Adena"), KANSAS HOLDINGS, LLC, a Delaware limited liability company ("Kansas Holdings") and BLACK SABLE ENERGY, LLC, a Texas limited liability company ("Black Sable"; together with EnerJex Kansas, Black Raven, Working Interest, Adena and Kansas Holdings, collectively, the "Borrowers"), ENERJEX RESOURCES, INC., a Nevada corporation ("Parent"), PASS CREEK RESOURCES LLC, a Delaware limited liability company ("Pass Creek") and CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as administrative agent (in such capacity and together with it

Aurora Creative Group – Securities Purchase Agreement (December 22nd, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of December 20, 2017, between EnerJex Resources, Inc., a Nevada corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, a "Purchaser").

Innovative Industrial Properties Inc – Purchase and Sale Agreement and Joint Escrow Instructions (November 28th, 2017)

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into and effective as of the 21st day of November, 2017, by and between FLYING DUTCHMAN REAL ESTATE HOLDINGS, LLC, an Arizona limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer"), each of whom shall sometimes separately be referred to herein as a "Party" and both of whom shall sometimes collectively be referred to herein as the "Parties." This Agreement constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Agent whose consent appears at the end of this Agreement.

Amendment No. 3 to Credit Agreement (November 17th, 2017)

AMENDMENT NO. 3, dated as of November 14, 2017 (this Amendment) to the Credit Agreement (as defined below), among Visteon Corporation (the Borrower), each Guarantor party hereto, each lender under the Credit Agreement party hereto (collectively, the Lenders and, each, individually, a Lender) and Citibank, N.A., as administrative agent (in such capacity, the Administrative Agent).

SenesTech, Inc. – SENESTECH, INC. 5,400,000 Shares of Common Stock Warrants to Purchase Up to 4,050,000 Shares of Common Stock UNDERWRITING AGREEMENT (November 17th, 2017)
SenesTech, Inc. – SENESTECH, INC. [*] Shares of Common Stock Warrants to Purchase Up to [*] Shares of Common Stock UNDERWRITING AGREEMENT (November 8th, 2017)
Aurora Creative Group – Agreement and Plan of Merger (October 20th, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 19, 2017, is made and entered into by and among RESOURCES, INC., a Nevada corporation (the "Parent"), AGEAGLE MERGER SUB, INC., a Nevada corporation and a direct wholly owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "EnerJex Parties" or the "Buyer Entities"), AGEAGLE AERIAL SYSTEMS, INC., a Nevada corporation ("AgEagle"), BRET CHILCOTT (the "AgEagle Principal Shareholder") and the representative of the shareholders of AgEagle (the "Shareholders' Representative") set forth on Exhibit A to this Agreement (the "AgEagle Shareholders"), with reference to the following facts:

Vos International – Stock Purchase Agreement (October 11th, 2017)

This Stock Purchase Agreement (this "Agreement"), dated as of October 5, 2017, is entered into between SpendSmart Networks, Inc., a Delaware corporation ("Seller"), and Eclipse Marketing LLC, a Delaware limited liability company ("Buyer").

First Amendment to Third Amended and Restated Credit Agreement (Incremental Facility) (October 3rd, 2017)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (INCREMENTAL FACILITY), dated as of October 2, 2017 (this "Amendment"), is by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the "Borrower"), each other Loan Party signatory hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Agent") and each of the Incremental Term Lenders (as defined herein).

Q2Power Technologies, Inc. – Membership Interest Purchase Agreement (August 29th, 2017)

This Membership Interest Purchase Agreement (this "Agreement"), dated as of August 29, 2017, is entered into between Anthony Cialone ("Cialone" or a "Seller"), Anthony Escobedo (a "Seller"), and Joseph Vecchio (a "Seller", and collectively with Anthony Cialone and Anthony Escobedo, the "Sellers"), and Q2Earth, Inc. (f/k/a Q2Power Technologies, Inc.), a Delaware corporation ("Buyer").

Eastside Distilling, Inc. – Underwriting Agreement (August 10th, 2017)
Eastside Distilling, Inc. – Contract (August 10th, 2017)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN: (I) Roth Capital Partners, LLC ("Roth"), Aegis Capital Corp. ("Aegis") or an underwriter or a selected dealer participating in the Offering; or (ii) a bona fide officer or partner of Roth or Aegis or of any such underwriter or selected dealer.

Eastside Distilling, Inc. – Underwriting Agreement (August 9th, 2017)
Eastside Distilling, Inc. – The REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR a PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN: (I) Roth Capital Partners, LLC ("Roth"), Aegis Capital Corp. ("Aegis") or an Underwriter or a Selected Dealer Participating in the Offering; Or (Ii) a Bona Fide Officer or Partner (August 9th, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Eastside Distilling, Inc. – The REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR a PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN: (I) Roth Capital Partners, LLC ("Roth"), Aegis Capital Corp. ("Aegis") or an Underwriter or a Selected Dealer Participating in the Offering; Or (Ii) a Bona Fide Officer or Partner (July 21st, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Eastside Distilling, Inc. – The Registered Holder of This Purchase Warrant by Its Acceptance Hereof, Agrees That It Will Not Sell, Transfer or Assign This Purchase Warrant Except as Herein Provided and the Registered Holder of This Purchase Warrant Agrees That It Will Not Sell, Transfer, Assign, Pledge or Hypothecate This Purchase Warrant for a Period of One Hundred Eighty Days Following the Effective Date (Defined Below) to Anyone Other Than (I) Aegis Capital Corp. Or an Underwriter or a Selected Dealer in Connection With the Offering, or (Ii) a Bona Fide Officer or Partner of Aegis Capital Corp. Or of Any Such Underwri (July 7th, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Eastside Distilling, Inc. – Underwriting Agreement (July 7th, 2017)

The undersigned, Eastside Distilling, Inc. a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Eastside Distilling, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp. (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Igambit Inc – Stock Purchase Agreement (July 6th, 2017)

THIS STOCK PURCHASE AGREEMENT (Agreement), dated as of June 30, 2017 is by and among WALA INC. d/b/a ARCMAIL TECHNOLOGY, a Louisiana corporation (Company), IGAMBIT INC., a Delaware corporation (Seller) and Rory T. Welch (Purchaser).

Purchase and Sale Agreement (May 24th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the ____ day of October, 2015 between AMERCO REAL ESTATE COMPANY, a Nevada corporation, having an address at 2727 North Central Avenue, Phoenix, Arizona 85004 ("Seller") and 23RD AND 11TH ASSOCIATES, L.L.C., a Delaware limited liability company, having an address c/o The Related Companies, L.P., 60 Columbus Circle, New York, New York 10023 ("Purchaser"). Each of Seller and Purchaser may be referred to in this Agreement as a "Party," and collectively as the "Parties."

The E.W. SCRIPPS COMPANY, as Issuer, THE SUBSIDIARY GUARANTORS Named Herein AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 28, 2017 _______________________________________ $400,000,000 5.125% SENIOR NOTES DUE 2025 _______________________________________ (May 3rd, 2017)

THIS INDENTURE, dated as of April 28, 2017, is among (i) The E.W. Scripps Company (the "Company"), as issuer of the 5.125% Senior Notes due 2025 (the "Notes"), (ii) the subsidiaries of the Company listed on Schedule 1 hereto, as guarantors of the Company's obligations under this Indenture and the Notes (each, a "Subsidiary Guarantor"), and (iii) U.S. Bank National Association, as trustee (the "Trustee"). The Company, each Subsidiary Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2017 Among THE E.W. SCRIPPS COMPANY, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, SUNTRUST BANK, as Syndication Agent and JPMORGAN CHASE BANK, N.A. And BANK OF AMERICA, N.A., as Co-Documentation Agents (May 3rd, 2017)

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made and entered into as of April 28, 2017, by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the "Borrower"), the several banks and other financial institutions and lenders from time to time party hereto (the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the "Administrative Agent"), as issuing bank (the "Issuing Bank") and as swingline lender (the "Swingline Lender").

Purchase Agreement (April 26th, 2017)
Q2Power Technologies, Inc. – Q2power Technoloiges, Inc. Subscription Agreement (April 4th, 2017)

This Subscription Agreement (the Subscription Agreement) is entered into by and between Q2Power Technologies, Inc., a Delaware corporation (the Company or Q2P), and the Subscriber(s) whose name appears on the signature page to this Subscription Agreement (the Subscriber and, together with other subscribers to the Offering (as hereinafter defined), Investors). Capitalized terms used but not defined herein shall have the meanings set forth in Convertible Promissory Note.

Amendment No. 2 to Credit Agreement (March 27th, 2017)

AMENDMENT NO. 2, dated as of March 24, 2017 (this Amendment) to the Credit Agreement (as defined below), among Visteon Corporation (the Borrower), each Guarantor party hereto, each lender under the Credit Agreement party hereto (collectively, the Lenders and, each, individually, a Lender) and Citibank, N.A., as administrative agent (in such capacity, the Administrative Agent).

Dayton Power & Light Inc – Before the Public Utilities Commission of Ohio (March 14th, 2017)

This Stipulation is a product of lengthy, serious, arm's-length bargaining among the Signatory Parties (who are capable, knowledgeable, and represented by counsel) with the participation of the Commission's Staff, which negotiations were undertaken by the Signatory Parties to settle this proceeding. This Stipulation was negotiated among all parties to the proceedings and no party was excluded from negotiations. This Stipulation is supported by