Frost Brown Todd Sample Contracts

Acura Pharmaceuticals – License, Commercialization and Option Agreement (June 7th, 2018)

This License, Commercialization and Option Agreement ("Agreement") is made and entered into as of March 16, 2017 (the "Effective Date") by and between MainPointe Pharmaceuticals, LLC, with offices at 333 East Main Street, Suite 220, Louisville, Kentucky 40202 ("MainPointe"), and Acura Pharmaceuticals, Inc., with offices at 616 N. North Court, Palatine IL 60067 ("Acura"). MainPointe and Acura each are referred to herein as a "Party" and collectively as the "Parties."

i3 Verticals, Inc. – MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG I3 VERTICALS, LLC AS ACQUIROR, FPI HOLDINGS, INC. AS THE TRANSFEROR AND CRAIG SHAPERO AS OWNER (May 25th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of August 1, 2017, and is effective as of August 1, 2017 at 12:01 a.m. Nashville, Tennessee time (the "Effective Time") by and among i3 Verticals, LLC, a Delaware limited liability company ("Acquiror"), FPI Holdings, Inc., a Virginia corporation ("Transferor") and Craig Shapero, a resident of the Commonwealth of Virginia (the "Owner", together with Transferor, "Transferor Parties"). Together, Transferor Parties and Acquiror shall be referred to as the "Parties".

i3 Verticals, Inc. – STOCK PURCHASE AGREEMENT BY AND BETWEEN I3-Sdcr, INC. AS BUYER And (May 25th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of October 31, 2017, and is effective as of October 31, 2017 at 11:59 p.m. Nashville, Tennessee time (the "Effective Time") by and between i3-SDCR, Inc., a Delaware corporation ("Buyer"), and Ality R. Richardson individually, a resident of the State of California, and as Successor Trustee under that Declaration of Trust dated May 27, 1999 ("Seller" and together with Ality R. Richardson and Ashley J. Richardson, "Seller Parties"). Together, Seller Parties and Buyer shall be referred to as the "Parties".

German American Bancorp – Voting and Support Agreement (May 22nd, 2018)

THIS VOTING AND SUPPORT AGREEMENT (this Agreement) is made and entered into as of May 22, 2018, by and between (i) GERMAN AMERICAN BANCORP, INC., an Indiana corporation (German American), (ii) Financial Opportunity Fund LLC, f/k/a FJ Capital Long/Short Equity Fund LLC (FOF), (iii) Bridge Equities III, LLC (Bridge Equities III), (iv) Bridge Equities VIII, LLC (Bridge Equities VIII), (v) Bridge Equities IX, LLC (Bridge Equities IX), (vi) Bridge Equities X, LLC (Bridge Equities X and, together with Bridge Equities III, Bridge Equities VIII, and Bridge Equities IX, Bridge Equities) (FOF and Bridge Equities, collectively, the Shareholder). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).

German American Bancorp – Voting Agreement (May 22nd, 2018)

THIS VOTING AGREEMENT (Agreement) is made and entered into as of May 22, 2018, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation (German American), and the undersigned securityholder(s) (each, the Securityholder, which term is used to describe all undersigned securityholders together if more than one) of First Security, Inc., a Kentucky corporation, that is not a party to this Agreement (the Company). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).

German American Bancorp – Voting and Support Agreement (May 22nd, 2018)

THIS VOTING AND SUPPORT AGREEMENT (this Agreement) is made and entered into as of May 22, 2018, by and between (i) GERMAN AMERICAN BANCORP, INC., an Indiana corporation (German American), (ii) Financial Opportunity Fund LLC, f/k/a FJ Capital Long/Short Equity Fund LLC (FOF), (iii) Bridge Equities III, LLC (Bridge Equities III), (iv) Bridge Equities VIII, LLC (Bridge Equities VIII), (v) Bridge Equities IX, LLC (Bridge Equities IX), (vi) Bridge Equities X, LLC (Bridge Equities X and, together with Bridge Equities III, Bridge Equities VIII, and Bridge Equities IX, Bridge Equities) (FOF and Bridge Equities, collectively, the Shareholder). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).

German American Bancorp – Voting Agreement (May 22nd, 2018)

THIS VOTING AGREEMENT (Agreement) is made and entered into as of May 22, 2018, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation (German American), and the undersigned securityholder(s) (each, the Securityholder, which term is used to describe all undersigned securityholders together if more than one) of First Security, Inc., a Kentucky corporation, that is not a party to this Agreement (the Company). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).

German American Bancorp – AGREEMENT AND PLAN OF REORGANIZATION by and Among FIRST SECURITY, INC., a Kentucky Corporation, FIRST SECURITY BANK, INC., a Kentucky Bank, GERMAN AMERICAN BANCORP, INC., an Indiana Corporation, and GERMAN AMERICAN BANK, an Indiana Bank May 22, 2018 (May 22nd, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 22, 2018, by and among FIRST SECURITY, INC., a Kentucky corporation ("FSI"), FIRST SECURITY BANK, INC., a Kentucky bank ("FS Bank"), GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("GABC"), and GERMAN AMERICAN BANK, an Indiana bank ("German American").

CENTURY ALUMINUM COMPANY CENTURY ALUMINUM OF SOUTH CAROLINA, INC. CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP NSA GENERAL PARTNERSHIP CENTURY ALUMINUM SEBREE LLC SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of May 16, 2018 WELLS FARGO CAPITAL FINANCE, LLC, as Agent and as Lead Arranger (May 16th, 2018)

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of this 16 day of May, 2018, by and among WELLS FARGO CAPITAL FINANCE, LLC (together with its successors and assigns, "WFCF"), a Delaware limited liability company, individually as a Lender, as Issuing Lender (as hereinafter defined), and as Agent (in such capacity, together with its successors and assigns, "Agent") for itself and any other financial institution which is or becomes a party hereto (each such financial institution, including WFCF, is referred to hereinafter individually as a "Lender" and collectively as the "Lenders"), the LENDERS, and CENTURY ALUMINUM COMPANY, a Delaware corporation ("Century"), CENTURY ALUMINUM OF SOUTH CAROLINA, INC. (successor in interest to Berkeley Aluminum, Inc.), a Delaware corporation ("Century South Carolina"), CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP, a Kentucky general partnership ("Century of Kentucky GP"), NSA GENERAL PARTNERSHIP, a Kentucky general partnership

Mid-Southern Bancorp, Inc. – Executive Employment Agreement (March 23rd, 2018)

This Executive Employment Agreement (the "Agreement") is dated as of May 29, 2014 (the "Effective Date"), between Mid-Southern Savings Bank, FSB (the "Bank"), and Frank M. Benson III ("Executive").

Turning Point Brands, Inc. – Amended and Restated Second Lien Credit Agreement (March 8th, 2018)

This Amended and Restated Second Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the "Borrower"), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.

Turning Point Brands, Inc. – Amended and Restated First Lien Credit Agreement (March 8th, 2018)

This Amended and Restated First Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the "Borrower"), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One, National Association, a national banking association, as Syndication Agent, and Regions Bank, as Documentation Agent.

Sotherly Hotels Lp – Hotel Purchase and Sale Agreement (March 5th, 2018)

THIS HOTEL PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of the 13th day of December, 2017 (the "Effective Date"), by and between RP/HH Rosslyn Hotel Owner, LP, a Delaware limited partnership ("Seller"), and Sotherly Hotels LP, a Delaware limited partnership and its permitted assigns ("Purchaser"). Seller and Purchaser are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Rhino Resource Partners LP – Financing Agreement (December 29th, 2017)

Financing Agreement, dated as of December 27, 2017, by and among Rhino Resource Partners LP, a Delaware limited partnership (the "Parent"), Rhino Energy LLC, a Delaware limited liability company ("Rhino"), each subsidiary of Rhino listed as a "Borrower" on the signature pages hereto (together with Rhino, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Services LLC ("Cortland"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), Cortland, as administrative agent for the Lenders (in such capacity, together with its successors

Apellis Pharmaceuticals, Inc. – ASSET PURCHASE AGREEMENT Dated September 24, 2014 Between APELLIS PHARMACEUTICALS, INC. And POTENTIA PHARMACEUTICALS, INC. (October 13th, 2017)

This Asset Purchase Agreement is entered into as of September 24, 2014 by and between Apellis Pharmaceuticals, Inc., a Delaware corporation (the Buyer), and Potentia Pharmaceuticals, Inc., a Delaware corporation (the Seller).

Apellis Pharmaceuticals, Inc. – Voting Agreement (October 13th, 2017)

This is a Voting Agreement (this Agreement), dated as of September 8, 2015 between Apellis Pharmaceuticals, Inc., a Delaware corporation (Apellis), and Potentia Pharmaceuticals, Inc., a Delaware corporation (Potentia).

Griffin Land & Nurseries, Inc. – Deed of Trust, Assignment of Rents and Security Agreement (October 10th, 2017)

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (this "Deed of Trust") is made and entered into as of August 30, 2017, from riverbend concord properties i LLC, a North Carolina limited liability company ("Borrower"), whose address is 204 West Newberry Road, Bloomfield, Connecticut 06002 to CHICAGO TITLE INSURANCE COMPANY, a Florida corporation ("Trustee"), whose address is 200 S. Tryon Street, Suite 800, Charlotte, North Carolina 28202, for the benefit of 40|86 Mortgage Capital, Inc., a Delaware corporation ("Lender"), whose address is 535 North College Drive, Carmel, Indiana 46032;

Merchants Bancorp – Fifth Loan Modification Agreement (September 25th, 2017)

This Fifth Loan Modification Agreement (Agreement) is made this 25th day of May, 2016 to be effective as of June 3, 2016 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Loan Agreement Between Merchants Bancorp, an Indiana Corporation and the Huntington National Bank, a National Banking Association (September 25th, 2017)

This Loan Agreement (Agreement) is entered into at Indianapolis, Indiana, effective the 24th day of September, 2012 by and between The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204, and Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11555 North Meridian Street, Suite 400, Carmel, Indiana 46032.

Merchants Bancorp – Fourth Loan Modification Agreement (September 25th, 2017)

This Fourth Loan Modification Agreement (Agreement) is made this 5th day of June, 2015 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Third Loan Modification Agreement (September 25th, 2017)

This Third Loan Modification Agreement (Agreement) is made this 30th day of September, 2014 to be effective the 22rd day of September, 2014 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Sixth Loan Modification Agreement (September 25th, 2017)

This Sixth Loan Modification Agreement (Agreement) is made this 23 day of June, 2017 to be effective as of June 2, 2017 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Apellis Pharmaceuticals, Inc. – Voting Agreement (August 30th, 2017)

This is a Voting Agreement (this Agreement), dated as of September 8, 2015 between Apellis Pharmaceuticals, Inc., a Delaware corporation (Apellis), and Potentia Pharmaceuticals, Inc., a Delaware corporation (Potentia).

Revolving Credit Agreement (August 21st, 2017)

THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of May 26, 2017, by and among RUBY TUESDAY, INC., a Georgia corporation (the "Borrower"), the Guarantors (defined herein), the several banks and other financial institutions from time to time party hereto (the "Lenders") and UBS AG, STAMFORD BRANCH, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent") and as Issuing Bank (the "Issuing Bank").

Merchants Bancorp – Sixth Loan Modification Agreement (July 27th, 2017)

This Sixth Loan Modification Agreement (Agreement) is made this 23 day of June, 2017 to be effective as of June 2, 2017 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Fourth Loan Modification Agreement (July 27th, 2017)

This Fourth Loan Modification Agreement (Agreement) is made this 5th day of June, 2015 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Third Loan Modification Agreement (July 27th, 2017)

This Third Loan Modification Agreement (Agreement) is made this 30th day of September, 2014 to be effective the 22rd day of September, 2014 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Fifth Loan Modification Agreement (July 27th, 2017)

This Fifth Loan Modification Agreement (Agreement) is made this 25th day of May, 2016 to be effective as of June 3, 2016 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (Participating Lender), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

Merchants Bancorp – Loan Agreement Between Merchants Bancorp, an Indiana Corporation and the Huntington National Bank, a National Banking Association (July 27th, 2017)

This Loan Agreement (Agreement) is entered into at Indianapolis, Indiana, effective the 24th day of September, 2012 by and between The Huntington National Bank, a national banking association (Lender), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204, and Merchants Bancorp, an Indiana corporation (Borrower), with a principal mailing address of 11555 North Meridian Street, Suite 400, Carmel, Indiana 46032.

Amendment No. 10 to Receivables Purchase Agreement (February 22nd, 2017)

THIS AMENDMENT NO. 10 TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment"), dated as of January 4, 2017 (the "Effective Date"), is entered into by and among:

Credit Agreement (January 17th, 2017)

CREDIT AGREEMENT dated as of January 11, 2017, among CONVERGYS CORPORATION, an Ohio corporation; the Lenders party hereto and CITIBANK, N.A., as Administrative Agent.

Credit Agreement (January 13th, 2017)

CREDIT AGREEMENT dated as of January 11, 2017, among CONVERGYS CORPORATION, an Ohio corporation; the Lenders party hereto and CITIBANK, N.A., as Administrative Agent.

MVP REIT, Inc. – Loan Agreement (January 12th, 2017)
MVP REIT II, Inc. – Loan Agreement (January 12th, 2017)
Amendment No. 10 to Receivables Purchase Agreement (January 6th, 2017)

THIS AMENDMENT NO. 10 TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment"), dated as of January 4, 2017 (the "Effective Date"), is entered into by and among: