Duane Morris Sample Contracts

Unitil Energy Systems, Inc. $30,000,000 Aggregate Principal Amount of First Mortgage Bonds, Series Q, Due November 30, 2048 Bond Purchase Agreement Dated as of November 30, 2018 (December 4th, 2018)
GENIE ENERGY LTD. Class B Common Stock (Par Value $0.01 Per Share) at Market Issuance Sales Agreement (November 28th, 2018)
Jones Financial Companies Lllp – CREDIT AGREEMENT Dated as of September 21, 2018 Among THE JONES FINANCIAL COMPANIES, L.L.L.P. And EDWARD D. JONES & CO., L.P., as Borrowers the Lenders Party Hereto, FIFTH THIRD BANK AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., FIFTH THIRD BANK and WELLS FARGO SECURITIES, LLC as Joint Bookrunners and Joint Lead Arrangers (November 13th, 2018)
Astrotech Corporation (November 13th, 2018)
Contract (November 9th, 2018)
Sachem Capital Corp. – Contract (November 9th, 2018)
Contract (November 9th, 2018)
Chiasma, Inc – Contract (November 8th, 2018)
SeaSpine Holdings Corp – Contract (November 6th, 2018)
FIVE YEAR CREDIT AGREEMENT Dated as of October 25, 2018 Among TIFFANY & CO., THE OTHER BORROWERS PARTY HERETO, MUFG BANK, LTD., as Administrative Agent, BANK OF AMERICA, N.A., CITIBANK, N.A., CREDIT SUISSE LOAN FUNDING LLC, and HSBC BANK USA, N.A., as Co-Syndication Agents, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., and as Co-Documentation Agents, MUFG BANK, LTD., BANK OF AMERICA, N.A., and CITIBANK, N.A., as L/C Issuers, the Other Lenders Party Hereto, and MUFG BANK, LTD., CITIBANK, N.A., CREDIT SUISSE LOAN FUNDING LLC, HSBC BANK USA, N.A., And (October 31st, 2018)

This FIVE YEAR CREDIT AGREEMENT ("Agreement") is entered into as of October 25, 2018 among TIFFANY & CO., a Delaware corporation (the "Company"), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each, a "Designated Borrower" and, together with the Company, the "Borrowers" and, each a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and MUFG BANK, LTD., as Administrative Agent.

Birner Dental Management Services, Inc. – Amended and Restated Voting and Support Agreement (October 25th, 2018)

This AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 24, 2018, is entered into by and among Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), Bronco Acquisition, Inc., a Delaware corporation, and Frederic Birner ("Shareholder"), a shareholder of Birner Dental Management Services, Inc., a Colorado corporation (the "Company"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Birner Dental Management Services, Inc. – Amended and Restated Voting and Support Agreement (October 25th, 2018)

This AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 24, 2018, is entered into by and among Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), Bronco Acquisition, Inc., a Delaware corporation, and each of the shareholders of Birner Dental Management Services, Inc., a Colorado corporation (the "Company") set forth on Schedule A attached hereto (each, a "Shareholder"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Master Supply Agreement Between Sunpower Corporation and Enphase Energy, Inc. (October 23rd, 2018)

This Master Supply Agreement ("MSA") is entered into on the Closing Date ("Closing Date") of the Asset Purchase Agreement ("APA"), as defined herein, ("Effective Date"), between SunPower Corporation, a Delaware corporation with offices at 77 Rio Robles, San Jose, California 95134 ("SunPower"), and Enphase Energy, Inc., a Delaware corporation with offices at 1420 N. McDowell Blvd., Petaluma, CA 94954 ("Enphase"). SunPower and Enphase, each together with all of its directly and indirectly owned or controlled Subsidiaries, may be referred to individually as a "Party" and collectively as the "Parties."

5-Year REVOLVING CREDIT AGREEMENT Dated as of October 2, 2018 Among DIAMOND OFFSHORE DRILLING, INC., as the US Borrower, DIAMOND FOREIGN ASSET COMPANY, as the Foreign Borrower, the Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., HSBC SECURITIES (USA) INC., CITIGROUP GLOBAL MARKETS INC., SUNTRUST ROBINSON HUMPHREY, INC., BARCLAYS BANK PLC and MUFG BANK, LTD., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, N.A. And HSBC SECURITIES (USA) INC., as Co-Syndication Agents CITIGROUP GL (October 4th, 2018)
CYCLACEL PHARMACEUTICALS, INC. cOMMON STOCK SALES AGREEMENT (October 4th, 2018)
Birner Dental Management Services, Inc. – Voting and Support Agreement (October 3rd, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 3, 2018, is entered into by and among Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), Bronco Acquisition, Inc., a Delaware corporation, and Frederic Birner ("Shareholder"), a shareholder of Birner Dental Management Services, Inc., a Colorado corporation (the "Company"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Birner Dental Management Services, Inc. – Agreement and Plan of Merger (October 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 3, 2018, is by and among Birner Dental Management Services, Inc., a Colorado corporation (the "Company"), Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), and Bronco Acquisition, Inc., a Delaware corporation and a Wholly Owned Subsidiary (as defined below) of Parent ("Merger Sub" and, together with the Company and Parent, the "Parties," and each, a "Party").

Birner Dental Management Services, Inc. – Voting and Support Agreement (October 3rd, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 3, 2018, is entered into by and among Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), Bronco Acquisition, Inc., a Delaware corporation, and each of the shareholders of Birner Dental Management Services, Inc., a Colorado corporation (the "Company") set forth on Schedule A attached hereto (each, a "Shareholder"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Birner Dental Management Services, Inc. – Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (October 3rd, 2018)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*] (this "Agreement"), is entered into by and between Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), and [*], as rights agent ("Rights Agent"). Capitalized terms used but otherwise not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Birner Dental Management Services, Inc. – Voting and Support Agreement (October 3rd, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 3, 2018, is entered into by and among Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), Bronco Acquisition, Inc., a Delaware corporation, and Frederic Birner ("Shareholder"), a shareholder of Birner Dental Management Services, Inc., a Colorado corporation (the "Company"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Birner Dental Management Services, Inc. – Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (October 3rd, 2018)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*] (this "Agreement"), is entered into by and between Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), and [*], as rights agent ("Rights Agent"). Capitalized terms used but otherwise not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Birner Dental Management Services, Inc. – Voting and Support Agreement (October 3rd, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 3, 2018, is entered into by and among Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), Bronco Acquisition, Inc., a Delaware corporation, and each of the shareholders of Birner Dental Management Services, Inc., a Colorado corporation (the "Company") set forth on Schedule A attached hereto (each, a "Shareholder"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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)