Fox Rothschild Sample Contracts

Agreement and Plan of Merger (February 15th, 2019)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of February 14, 2019 by and among The Toro Company, a Delaware corporation ("Parent"), Helix Company, Inc., an Oklahoma corporation and a wholly owned subsidiary of Parent ("Merger Sub"), The Charles Machine Works, Inc., an Oklahoma corporation (the "Company"), and Agent 186 LLC, an Oklahoma limited liability company, in its capacity as a Shareholders' Agent hereunder.

First Amendment to Credit Agreement (December 28th, 2018)
Neighborhood Connections – Asset Purchase Agreement (December 19th, 2018)

This Asset Purchase Agreement is entered into as of December 17, 2018, by and among ReShape Lifesciences Inc., a Delaware corporation (the "ReShape"), and Apollo Endosurgery, Inc., a Delaware corporation ("Apollo"). Certain capitalized terms used in this Agreement are defined in Exhibit A. ReShape and Apollo are referred to in this Agreement collectively as the "Parties," and individually as a "Party."

ASSET PURCHASE AGREEMENT Among: RESHAPE LIFESCIENCES INC., a Delaware Corporation and APOLLO ENDOSURGERY, INC., a Delaware Corporation (December 19th, 2018)

THIS ASSET PURCHASE AGREEMENT is entered into as of December 17, 2018, by and among RESHAPE LIFESCIENCES INC., a Delaware corporation (the ReShape), and Apollo Endosurgery, Inc., a Delaware corporation (Apollo). Certain capitalized terms used in this Agreement are defined in Exhibit A. ReShape and Apollo are referred to in this Agreement collectively as the Parties, and individually as a Party.

Ardent Health Partners, LLC – TERM LOAN CREDIT AGREEMENT Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., as Borrower, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent, and the Other Lenders Party Hereto Arranged By: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Book Runners (December 4th, 2018)
Ardent Health Partners, LLC – ABL CREDIT AGREEMENT Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., AHS EAST TEXAS HEALTH SYSTEM, LLC and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, as Borrowers, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and the Other Lenders Party Hereto Arranged By: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and BANK OF AMERICA, N.A., as Joint Lead Arrangers and Joint Book Runners and CAPITAL ONE, NATIONAL ASSOCIATION and SIEMENS FINANCIAL SERVICES, INC., as Documentation Agents (December 4th, 2018)
Securities Purchase Agreement (November 28th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of November 26, 2018, between ReShape Lifesciences 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).

Campbell Mithun Tower (November 28th, 2018)
Jolley Marketing Inc – Securities Purchase Agreement (November 23rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of November 15, 2018, between Creative Medical Technology Holdings, Inc., a Nevada corporation and its predecessors (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

Contract (November 9th, 2018)
Contract (November 9th, 2018)
Smart Sand, Inc. – Contract (November 8th, 2018)
Employment Agreement (November 1st, 2018)

This Employment Agreement ("Agreement") is effective as of September 12, 2018 ("Effective Date"), by and between DiaMedica USA, Inc. a Delaware corporation (the "Company"), and Todd Verdoorn, an individual ("Executive"). The Company and Executive are sometimes referred to as the "Parties" or "Party" in this Agreement, and the Company may designate the parent company of the Company or a subsidiary to be the employer of the Executive.

Employment Agreement (November 1st, 2018)

This Employment Agreement ("Agreement") is effective as of September 12, 2018 ("Effective Date"), by and between DiaMedica USA, Inc. a Delaware corporation (the "Company"), and Rick Pauls, an individual ("Executive"). The Company and Executive are sometimes referred to as the "Parties" or "Party" in this Agreement, and the Company may designate the parent company of the Company or a subsidiary to be the employer of the Executive.

Ardent Health Partners, LLC – TERM LOAN CREDIT AGREEMENT Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., as Borrower, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent, and the Other Lenders Party Hereto Arranged By: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Book Runners (October 26th, 2018)
Contract (October 26th, 2018)
Ardent Health Partners, LLC – ABL CREDIT AGREEMENT Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., AHS EAST TEXAS HEALTH SYSTEM, LLC and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, as Borrowers, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and the Other Lenders Party Hereto Arranged By: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and BANK OF AMERICA, N.A., as Joint Lead Arrangers and Joint Book Runners and CAPITAL ONE, NATIONAL ASSOCIATION and SIEMENS FINANCIAL SERVICES, INC., as Documentation Agents (October 26th, 2018)
Contract (October 26th, 2018)
Reshape Lifesciences, Inc. Common Stock Sales Agreement (October 3rd, 2018)
Jolley Marketing Inc – Securities Purchase Agreement (September 27th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of September 13, 2018, between Creative Medical Technology Holdings, Inc., a Nevada corporation and its predecessors (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

Campbell Mithun Tower (September 20th, 2018)
And Warrants to Purchase 5,844,445 Shares of Common Stock Placement Agency Agreement (September 20th, 2018)
Employment Agreement (September 17th, 2018)

This Employment Agreement ("Agreement") is effective as of September 12, 2018 ("Effective Date"), by and between DiaMedica USA, Inc. a Delaware corporation (the "Company"), and Todd Verdoorn, an individual ("Executive"). The Company and Executive are sometimes referred to as the "Parties" or "Party" in this Agreement, and the Company may designate the parent company of the Company or a subsidiary to be the employer of the Executive.

Employment Agreement (September 17th, 2018)

This Employment Agreement ("Agreement") is effective as of September 12, 2018 ("Effective Date"), by and between DiaMedica USA, Inc. a Delaware corporation (the "Company"), and Rick Pauls, an individual ("Executive"). The Company and Executive are sometimes referred to as the "Parties" or "Party" in this Agreement, and the Company may designate the parent company of the Company or a subsidiary to be the employer of the Executive.

First Amendment to Credit Agreement (September 7th, 2018)
Bio-Key International, Inc. Underwriting Agreement (August 27th, 2018)
Common Stock Purchase Warrant Bio-Key International, Inc. (August 27th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (this "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 hereof (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date"; provided, however that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from BIO-key International, Inc., a Nevada corporation (the "Company"), up to ____________ shares (the "Warrant Shares") of the Company's common stock, par value $0.0001 per share (the "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 1(b). This Warrant is one of the warrants (collectiv

Truett-Hurst Inc. – Asset Purchase Agreement (August 16th, 2018)

This Asset Purchase Agreement (this "Agreement") is entered into effective as of August 13, 2018 (the "Effective Date"), by and between Precept Brands LLC, a Washington limited liability company ("Precept"), Truett-Hurst, Inc., a Delaware corporation ("Truett") and H.D.D. LLC, a California limited liability company ("HDD" or "Seller") the managing member of which is Truett. Precept, Truett and HDD are sometimes referred to herein collectively as the "Parties" and sometimes referred to individually as a "Party".

CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, THE McClatchy COMPANY, as Parent, and THE BORROWERS THAT ARE PARTIES HERETO Dated as of July 16, 2018 (August 9th, 2018)

THIS CREDIT AGREEMENT, is entered into as of July 16, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), THE MCCLATCHY COMPANY, a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as "Borrowers" in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").

Securities Purchase Agreement (August 2nd, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of August 2, 2018, between ReShape Lifesciences 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).

Securities Purchase Agreement (July 12th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of July 10, 2018, between ReShape Lifesciences 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).

The McClatchy Company 9.000% Senior Secured Notes Due 2026 Purchase Agreement (July 6th, 2018)
Contract (June 27th, 2018)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Contract (June 27th, 2018)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Securities Purchase Agreement (June 21st, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of June 19, 2018, between ReShape Lifesciences 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).