Duane Morris Sample Contracts

Nomination and Standstill Agreement (September 13th, 2018)

This Nomination and Standstill Agreement, dated September 12, 2018 (this Agreement), is by and among the persons and entities listed on Schedule A hereto (collectively, the Ancora Group or the Investors, and individually a member of the Ancora Group) and Hill International, Inc. (the Company).

First Amendment to Credit Agreement (September 7th, 2018)
Cherry Hill Mortgage Investment Corp – Cherry Hill Mortgage Investment Corporation (August 31st, 2018)
Cherry Hill Mortgage Investment Corp – Cherry Hill Mortgage Investment Corporation (August 31st, 2018)
Corindus Vascular Robotics, Inc. – Corindus Vascular Robotics, Inc. $30,000,000 Common Stock Sales Agreement (August 31st, 2018)
AgeX Therapeutics, Inc. – Asset Purchase Agreement (August 30th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of March 21, 2018, is entered into between Ascendance Biotechnology, Inc., a Delaware corporation (the "Company"), and AgeX Therapeutics, Inc., a Delaware corporation ("Buyer").

Global Net Lease, Inc. – Contract (August 16th, 2018)

Clause Headings Page 1. Definitions and Interpretation 1 2. The Facilities 31 3. Purpose 32 4. Conditions of Utilisation 32 5. Utilisation 33 6. Repayment 34 7. Prepayment and Cancellation 34 8. Interest 39 9. Interest Periods 42 10. Changes to the Calculation of Interest 42 11. Fees 44 12. Tax Gross-Up and Indemnities 44 13. Increased Costs 53 14. Other Indemnities 54 15. Mitigation by the Lenders 56 16. Costs and Expenses 56 17. Bank Accounts

American Realty Capital New York City REIT, Inc. – Loan Agreement (August 14th, 2018)
American Realty Capital New York City REIT, Inc. – Guaranty of Recourse Obligations (August 14th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of April 13, 2018, made by and among NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 106 York Road, Jenkintown, Pennsylvania 19046 ("Guarantor"), in favor of SOCIETE GENERALE, having an address of 245 Park Avenue, New York, New York 10167 (together with its successors and assigns, hereinafter referred to as "Lender").

Class a Common Stock ($0.01 Par Value Per Share) Capital on Demand Sales Agreement (August 10th, 2018)
Seventh Amendment to Underwriting, Continuing Indemnity and Security Agreement (August 7th, 2018)

This SEVENTH AMENDMENT TO UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT (this "Amendment"), dated as of August 4, 2015, is made by and among Federal Insurance Company, an Indiana corporation ("Federal"); American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., and The Insurance Company of the State of Pennsylvania (collectively "AIG"); Liberty Mutual Insurance Company, a Massachusetts company, Liberty Mutual Fire Insurance Company, and Safeco Insurance Company of America (collectively, "Liberty Mutual"); Quanta Services, Inc., a Delaware corporation ("Quanta") and an Indemnitor; the other undersigned Indemnitors; and the Stallone Companies (as hereinafter defined).

America First Tax Exempt Investors, L.P. – Capital on Demand Sales Agreement (August 1st, 2018)
Plasaver – Myos Rens Technology Inc. Common Stock Sales Agreement (July 24th, 2018)
AgeX Therapeutics, Inc. – Asset Purchase Agreement (July 19th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of March 21, 2018, is entered into between Ascendance Biotechnology, Inc., a Delaware corporation (the "Company"), and AgeX Therapeutics, Inc., a Delaware corporation ("Buyer").

Columbia Laboratories, Inc. – AGREEMENT AND PLAN OF MERGER by and Among: CATALENT PHARMA SOLUTIONS, INC., CATALENT BOSTON, INC. AND JUNIPER PHARMACEUTICALS, INC. Dated as of July 2, 2018 (July 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 2, 2018, by and among: CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (Parent); CATALENT BOSTON, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub); and JUNIPER PHARMACEUTICALS, INC., a Delaware corporation (the Company).

Catalent, Inc. – AGREEMENT AND PLAN OF MERGER by and Among: CATALENT PHARMA SOLUTIONS, INC., CATALENT BOSTON, INC. AND JUNIPER PHARMACEUTICALS, INC. Dated as of July 2, 2018 (July 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 2, 2018, by and among: CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (Parent); CATALENT BOSTON, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub); and JUNIPER PHARMACEUTICALS, INC., a Delaware corporation (the Company).

Paramount Gold Nevada Corp. – Subscription Agreement (June 29th, 2018)

THIS SUBSCRIPTION AGREEMENT (the "Agreement") by and between Paramount Gold Nevada Corp., a Nevada corporation (the "Company"), and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Agreement as the investor (the "Investor"), provides as follows:

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)