Duane Morris Sample Contracts

Soligenix Inc. – Underwriting Agreement (June 18th, 2018)

The undersigned, Soligenix, Inc., a corporation formed under the laws of the State of Delaware (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 Soligenix, Inc. (the "Company")), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Soligenix Inc. – Form of Representative's Warrant (June 18th, 2018)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [_______], 2019 [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [_______], 2021 [THE DATE THAT IS 42 MONTHS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].

FUELCELL ENERGY, INC. Common Stock (Par Value $0.0001 Per Share) at Market Issuance Sales Agreement (June 13th, 2018)
Northwest Bancshares – AGREEMENT AND PLAN OF MERGER by and Among DONEGAL MUTUAL INSURANCE COMPANY, DONEGAL GROUP INC., DONEGAL FINANCIAL SERVICES CORPORATION and Northwest Bancshares, Inc. Dated as of June 11, 2018 (June 12th, 2018)

Page Article I Definitions 2 Article II THE MERGER 8 2.1 The Merger 8 2.2 Pre-Closing Dividends 9 2.3 Closing 9 2.4 Effects of the Merger 9 2.5 Effect on Outstanding Shares of Company Common Stock 10 2.6 Effect on Outstanding Shares of Buyer Common Stock 11 2.7 Directors of Surviving Corporation After Effective Time 11 2.8 Articles of Incorporation and Bylaws 11 2.9 Bank Merger 12 2.10 Alternative Structure 12 2.11 Absence of Control 12 Article III Representations and warranties of SellerS 12 3.1 Organization, Incorporation and Authority of each Acquired Company 12 3.2 Capitalization 13 3.3 Subsidiaries 14 3.4 Consents 14 3.5 Financial Statements 14 3.6 Litig

Asset Purchase Agreement (June 12th, 2018)

This ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of June 12, 2018, by and between SunPower Corporation, a Delaware corporation (the "Seller"), and Enphase Energy, Inc., a Delaware corporation (the "Buyer"). The Seller and the Buyer are referred to collectively as the "Parties" and each as a "Party."

Incremental Joinder Agreement No. 1 (June 12th, 2018)

This INCREMENTAL JOINDER AGREEMENT NO. 1 (this "Agreement"), dated as of June 11, 2018, and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among GOLDEN ENTERTAINMENT, INC., a Minnesota corporation ("Borrower"), the SUBSIDIARY GUARANTORS party hereto, each of the INCREMENTAL EXISTING TRANCHE REVOLVING LENDERS (as hereinafter defined) party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors and assigns, the "Administrative Agent").

Cytori Therapeutics Inc – Cytori Therapeutics, Inc. Sales Agreement (June 1st, 2018)
Amendment No. 3 and Consent to Amended and Restated Credit Agreement and Successor Agency Agreement (May 23rd, 2018)

This AMENDMENT NO. 3 AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND SUCCESSOR AGENCY AGREEMENT ("Amendment"), dated effective as of May 22, 2018 (the "Effective Date"), is by and among Rowan Companies, Inc., a Delaware corporation (the "Borrower"), Rowan Companies plc, an English public limited company (the "Parent"), the other Guarantors, the Lenders party hereto, Wells Fargo Bank, National Association ("Wells Fargo"), as an issuing lender, as swingline lender, and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and Wilmington Trust, National Association, as Successor Administrative Agent (as defined below).

Rex Energy Corporation – Restructuring Support Agreement (May 18th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits attached hereto and incorporated herein, this Agreement) is made and entered into as of May 18, 2018, by and among the following: (i) Rex Energy Corporation (Rex), a company incorporated in the State of Delaware, and each of the undersigned direct and indirect subsidiaries of Rex (collectively, with Rex, the Company or the Debtors, and each individually, a Debtor); (ii) the undersigned persons listed on Exhibit A hereto (the Consenting Noteholders) who are beneficial owners of and/or the investment manager of the beneficial owners of the Companys 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (collectively, such notes, the Second Lien Notes) issued under that certain Indenture, dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Second Lien Notes Indenture),

GERON CORPORATION Common Stock (Par Value $0.001 Per Share) at Market Issuance Sales Agreement (May 18th, 2018)

Geron Corporation, a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with B. Riley FBR, Inc. ("B. Riley FBR"), as follows:

CREDIT AGREEMENT Dated as of May 14, 2018, Among RED LION HOTELS CORPORATION as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent and Sole Bookrunner and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK SECURITIES INC., CAPITAL ONE, NATIONAL ASSOCIATION and RAYMOND JAMES BANK, N.A., as Joint Lead Arrangers (May 16th, 2018)

This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this Agreement) is entered into as of May 14, 2018, among RED LION HOTELS CORPORATION, a Washington corporation (the Borrower), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

AGENUS INC. Common Stock (Par Value $0.01 Per Share) at Market Issuance Sales Agreement (May 11th, 2018)
Ra Pharmaceuticals, Inc. – RA PHARMACEUTICALS, INC. Common Stock ($0.001 Par Value Per Share) AT-THE- MARKET EQUITY OFFERING SALES AGREEMENT (May 9th, 2018)

Ra Pharmaceuticals, Inc., a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (Stifel Nicolaus), as sales agent and/or principal (Agent), shares (the Shares) of the Companys common stock, $0.001 par value per share (the Common Stock), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the Agreement). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a Terms Agreement) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

Isoray – ISORAY, Inc. $8,500,000 cOMMON STOCK SALES AGREEMENT (May 8th, 2018)
Kindred Biosciences, Inc. – Kindred Biosciences, Inc. (May 7th, 2018)
AMENDED AND RESTATED PURCHASE AGREEMENT BY AND AMONG RED LION HOTELS FRANCHISING, INC., KNIGHTS FRANCHISE SYSTEMS, INC., WYNDHAM HOTEL GROUP, LLC, AND THE ASSET SELLERS PARTY HERETO Dated as of May 1, 2018 (May 7th, 2018)

This AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of May 1, 2018, is made by and among Red Lion Hotels Franchising, Inc., a Washington corporation (Purchaser), Knights Franchise Systems, Inc., a Delaware corporation (the Company), Wyndham Hotel Group, LLC, a Delaware limited liability company and the sole stockholder of the Company (the Stockholder), and the Asset Sellers signatory hereto.

American Realty Capital Trust V, Inc. – Credit Agreement Dated as of April 26, 2018 Among American Finance Operating Partnership, L.P., as Borrower the Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, Citizens Bank, N.A. And SunTrust Robinson Humphrey, Inc., as Syndication Agents and Bmo Harris Bank N.A., as Administrative Agent Bmo Capital Markets Corp., Citizens Bank, N.A. And Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Book Runners (May 2nd, 2018)

This Credit Agreement (this "Agreement") is entered into as of April 26, 2018, by and among AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Borrower"), the Guarantors from time to time party to this Agreement, the several financial institutions from time to time party to this Agreement, as Lenders, CITIZENS BANK, N.A. AND SUNTRUST ROBINSON HUMPHREY, INC., as Syndication Agents, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

CAI-International – CAI INTERNATIONAL, INC. 8.50% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (Par Value $0.0001 Per Share and Liquidation Preference $25.00 Per Share) at the Market Issuance Sales Agreement (May 2nd, 2018)
Institutional Financial Markets – LOAN AGREEMENT Among C&co/Princeridge PARTNERS LLC, as General Partner of J.V.B. Financial Group Holdings, LP, COHEN & COMPANY, LLC, as Corporate Guarantor, COHEN & COMPANY INC., as Corporate Guarantor, and MB FINANCIAL BANK, N.A. Dated as of April 25, 2018 (April 27th, 2018)

THIS LOAN AGREEMENT, together with all exhibits and schedules attached hereto and hereby made a part hereof (as the same may be amended, restated or otherwise modified from time to time, this Agreement), dated as of April 25, 2018, is made by J.V.B. FINANCIAL GROUP, LLC, a Delaware limited liability company (Borrower), J.V.B. FINANCIAL GROUP HOLDINGS, LP, a Delaware limited partnership (Holdings LP), C&CO/PRINCERIDGE PARTNERS LLC, a Delaware limited liability company (C&CO), COHEN & COMPANY, LLC, a Delaware limited liability company (Operating LLC), COHEN & COMPANY INC., a Maryland corporation (Parent and together with Holdings LP and Operating LLC, each a Corporate Guarantor and collectively, the Corporate Guarantors, and the Corporate Guarantors together with the Borrower and C&CO, each an Obligor and collectively, the Obligors) and MB FINANCIAL BANK, N.A. (Lender), with reference to the following facts:

Endo International plc – Membership Interest and Asset Purchase Agreement Between Endo Ventures Limited, Par Pharmaceutical, Inc., Mendham Holdings, Llc and the Seller Related Parties Dated as of April 26, 2018 (April 26th, 2018)

This Membership Interest and Asset Purchase Agreement (this Agreement), dated as of April 26, 2018, is entered into between Mendham Holdings, LLC, a Delaware limited liability company (Seller), Endo Ventures Limited, an Irish company (EVL), Par Pharmaceutical, Inc., a New York corporation (PPI) (EVL and PPI are hereinafter each individually referred to as a Buyer and, collectively, Buyers), and the Seller Related Parties listed on the signature pages hereto (collectively, the Seller Related Parties).

American Realty Capital Healthcare Trust II, Inc. – LOAN AGREEMENT Dated as of April 10, 2018 Between (April 16th, 2018)

THIS LOAN AGREEMENT is made as of April 10, 2018 (this "Agreement"), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 ("Lender") and ARHC HDLANCA01, LLC, ARHC NHCANGA01, LLC, ARHC FMMUNIN03, LLC, ARHC BMLKWCO01, LLC, ARHC ECMCYNC01, LLC, ARHC ECCPTNC01, LLC, ARHC LPELKCA01, LLC, ARHC MMTCTTX01, LLC, ARHC MRMRWGA01, LLC, ARHC OLOLNIL01, LLC, ARHC PPHRNTN01, LLC, ARHC SMERIPA01, LLC, ARHC AMGLNAZ02, LLC, ARHC PHNLXIL01, LLC, ARHC AMGLNAZ01, LLC, ARHC SFSTOGA01, LLC, ARHC VCSTOGA01, LLC, ARHC WLWBYMN01, LLC, ARHC AHPLYWI01, LLC, and ARHC PRPEOAZ03, LLC, each a Delaware limited liability company, and each having its principal place of business at 405 Park Avenue, New York, New York 10022 (individually, collectively, jointly and severally, as the context requires, "Borrower").

Cherry Hill Mortgage Investment Corp – Cherry Hill Mortgage Investment Corporation (April 5th, 2018)
Cherry Hill Mortgage Investment Corp – Cherry Hill Mortgage Investment Corporation (April 5th, 2018)
PURCHASE AGREEMENT BY AND AMONG RED LION HOTELS FRANCHISING, INC., KNIGHTS FRANCHISE SYSTEMS, INC., WYNDHAM HOTEL GROUP, LLC, AND THE ASSET SELLERS PARTY HERETO Dated as of April 3, 2018 (April 4th, 2018)

This PURCHASE AGREEMENT (this Agreement), dated as of April 3, 2018, is made by and among Red Lion Hotels Franchising, Inc., a Washington corporation (Purchaser), Knights Franchise Systems, Inc., a Delaware corporation (the Company), Wyndham Hotel Group, LLC, a Delaware limited liability company and the sole stockholder of the Company (the Stockholder), and the Asset Sellers signatory hereto.

Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and (ii) Broadfin Healthcare Master Fund, Ltd (the "Buyer").

Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and (ii) Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (collectively "Buyer").

Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and between STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership ("Buyer").

Thorium Power – LIGHTBRIDGE CORPORATION Common Stock (Par Value $0.001 Per Share) At-The-Market Issuance Sales Agreement (March 30th, 2018)
Organovo Holdings, Inc. – Contract (March 16th, 2018)
Myomo Inc – Employment Agreement (March 12th, 2018)
Signature Group Hold – In the United States Bankruptcy Court (March 12th, 2018)

Upon the motion [Docket No. 85] (the "Motion") of Real Industry, Inc. ("Real Industry") and its affiliated debtors and debtors-in-possession (the "Real Alloy Debtors," and with Real Industry, collectively, the "Debtors") in the above-captioned chapter 11 cases (the "Chapter 11 Cases"), pursuant to sections 105(a), 363, 365, and 503 of title 11 of the United States Code (the "Bankruptcy Code") and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), for (i) entry of an order (the "Bidding Procedures Order") (a) establishing bidding and auction procedures (the "Bidding Procedures") related to the sale (the "Sale") of the Real Alloy Debtors' assets (the "Assets"), including setting the date and time for an auction in connection with such Sale (the "Auction"); (b) establishing certain notice procedures for determining cure amounts for executory contracts and unexpired leases to be assumed and assigned in connection with such Sale (the "Ass

Orexigen Therapeutics – DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT Dated as of March 12, 2018 by and Among OREXIGEN THERAPEUTICS, INC. As Borrower, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as DIP Administrative Agent, and the DIP Lenders Party Hereto (March 12th, 2018)

THIS DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this Agreement) is dated as of March 12, 2018, by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation, as the borrower (the Borrower), WILMINGTON TRUST, NATIONAL ASSOCIATION (Wilmington Trust), as agent (in such capacity, including any successor thereto in such capacity, the DIP Administrative Agent), and each of the lenders party hereto and listed on Schedule 1(A), and any Person who becomes a lender hereto after the date hereof (each a DIP Lender, and collectively, the the DIP Lenders). The Borrower, the DIP Administrative Agent, and the DIP Lenders are sometimes referred to herein individually as a Party and collectively as Parties to this Agreement.

Clinical and Commercial Manufacturing and Supply Agreement (February 27th, 2018)

THIS CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT (this "Agreement") is made effective as of the 22nd day of December, 2010 ("Effective Date") by and between BAXTER ONCOLOGY GmbH, with an address at Kantstrasse 2, 33790 Halle / Westphalia, Germany ("Baxter") and CELATOR PHARMACEUTICALS, INC., a Delaware corporation, having offices at 303B College Road East, Princeton, New Jersey 08540 ("Celator").

Digital Power Corporation – Common Stock ($0.001 Par Value Per Share) at Market Issuance Sales Agreement (February 27th, 2018)
EntreMed, Inc. – Casi Pharmaceuticals, Inc. Common Stock Sales Agreement (February 23rd, 2018)