REGISTRY AGREEMENTRegistry Agreement • November 17th, 2022
(the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and , a
REGISTRY AGREEMENTRegistry Agreement • September 17th, 2022
This REGISTRY AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and Lancaster, a limited liability company formed under the laws of France (“Registry Operator”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2023 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2023, by and between Phio Pharmaceuticals Corp., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2024 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances
This Agreement is made pursuant to the Investment Agreement, dated as of January 8, 2024, between the Company and the Investor (as amended, amended and restated or otherwise modified from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, in each case on the Closing Date (as defined in the Investment Agreement), an aggregate of 56,342,355 shares (the “Shares”) of common stock, $0.001 par value of the Company (the “Common Stock”).
WARRANT AGREEMENTWarrant Agreement • June 2nd, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This Warrant Agreement (“Agreement”) is made as of [●], 2022 between EF Hutton Acquisition Corporation I, a Delaware corporation, with offices at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between SPLASH BEVERAGE GROUP, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters SPLASH BEVERAGE GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2022 • Splash Beverage Group, Inc. • Beverages • New York
The undersigned, Splash Beverage Group, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (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:
PROCEPT BIOROBOTICS CORPORATION (a Delaware corporation) 4,422,169 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2023 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • New York
REGISTRY AGREEMENTRegistry Agreement • January 13th, 2015
This REGISTRY AGREEMENT (this “Agreement”) is entered into as of _________________ (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and TelecityGroup International Limited, a company formed under the laws of the United Kingdom (“Registry Operator”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2022 among NOODLES & COMPANY, as the Borrower, each other Loan Party party hereto, as Administrative Agent, L/C Issuer and Swing Line Lender, THE OTHER LENDERS PARTY HERETO, and as sole lead...Credit Agreement • July 27th, 2022 • NOODLES & Co • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 27, 2022, among NOODLES & COMPANY, a Delaware corporation (the “Borrower”), each other Loan Party party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender.
Number of Shares] SkyWater Technology, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • New York
PRECIGEN, INC. 15,000,000 Shares of Common Stock Underwriting AgreementPrecigen, Inc. • January 26th, 2021 • Pharmaceutical preparations • New York
Precigen, Inc., a Virginia corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 15,000,000 shares (the “Underwritten Shares”) of Common Stock, no par value per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 2,250,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2024 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2023, between Bluejay Diagnostics, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the other parties listed on the signature pages hereto, and the other Holders (as defined below) hereunder from time to time.
AMENDMENT NO. 3 Dated as of October 9, 2018 to CREDIT AGREEMENT Dated as of August 30, 2017Credit Agreement • May 7th, 2019 • Papa Johns International Inc • Retail-eating places • New York
CREDIT AGREEMENT dated as of August 30, 2017 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among PAPA JOHN’S INTERNATIONAL, INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Documentation Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Senior Managing Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1,700,000 Shares SHOCKWAVE MEDICAL, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2022, by and between PLUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • McEwen Mining Inc. • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2021, between McEwen Mining Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
At Market Issuance Sales AgreementPerspective Therapeutics, Inc. • November 17th, 2023 • Surgical & medical instruments & apparatus • New York
REGISTRY AGREEMENTRegistry Agreement • July 17th, 2015
This REGISTRY AGREEMENT (this “Agreement”) is entered into as of _________________ (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and LPL Holdings, Inc., a Massachusetts corporation (“Registry Operator”).
Invivyd, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 22nd, 2023 • Invivyd, Inc. • Biological products, (no disgnostic substances) • New York
Invivyd, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Underwriting AgreementUnderwriting Agreement • December 9th, 2015 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
T2 Biosystems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (i) to the Underwriters named in Schedule I(a) hereto (the “First Tranche Underwriters”) an aggregate of 2,800,000 shares (the “First Tranche Firm Shares”) and (ii) to the Underwriters named in Schedule I(b) hereto (the “Second Tranche Underwriters” and together with the First Tranche Underwriters, the “Underwriters”) an aggregate of 700,000 shares (the “Second Tranche Firm Shares” and together with the First Tranche Firm Shares, the “Firm Shares”). In addition, at the election of the Underwriters, the Company proposes, subject to the terms and conditions stated herein, to issue and sell up to 525,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the
7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021Vaccinex, Inc. • August 14th, 2020 • Pharmaceutical preparations • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CHESAPEAKE LODGING TRUST 6,500,000 COMMON SHARES OF BENEFICIAL INTEREST UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2012 • Chesapeake Lodging Trust • Real estate investment trusts • New York
Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,500,000 common shares of beneficial interest, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 975,000 common shares of beneficial interest of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of beneficial interest of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
WARRANT AGREEMENT between AxonPrime Infrastructure Acquisition Corporation and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 17, 2021, is by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENT by and among Orbital ATK, Inc., the Guarantors named herein, and Wells Fargo Securities, LLC, as Representative of the several Initial Purchasers Dated as of September 29, 2015Registration Rights Agreement • September 29th, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2015, by and among Orbital ATK, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company named in Schedule A hereto, and Wells Fargo Securities, LLC, as representative (the “Representative”) of the several initial purchasers named in Schedule B hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.50% Senior Notes due 2023 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
MADRIGAL PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • June 1st, 2021 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Madrigal Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
OPEN MARKET SALE AGREEMENTSMOptiNose, Inc. • August 11th, 2021 • Pharmaceutical preparations • New York
RLJ LODGING TRUST, L.P., as Issuer, RLJ LODGING TRUST, as Parent, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.000% SENIOR SECURED NOTES DUE 2029 INDENTURE DATED AS OF SEPTEMBER 13,...Indenture • September 16th, 2021 • RLJ Lodging Trust • Real estate investment trusts • New York
INDENTURE dated as of September 13, 2021 among RLJ Lodging Trust, L.P., a Delaware limited partnership (the “Issuer”), RLJ Lodging Trust, a Maryland real estate investment trust (“Parent”), the Subsidiary Guarantors (as hereinafter defined) party hereto, and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”).
ACADIA HEALTHCARE COMPANY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.000% SENIOR NOTES DUE 2029 INDENTURE Dated as of October 14, 2020 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 14th, 2020 • Acadia Healthcare Company, Inc. • Services-specialty outpatient facilities, nec • New York
INDENTURE dated as of October 14, 2020 among Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.
INDEMNITY AGREEMENTIndemnity Agreement • July 8th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among LEARNING TECHNOLOGIES GROUP PLC, GRAVITY MERGER SUB, INC., LEARNING TECHNOLOGIES ACQUISITION CORPORATION, and GP STRATEGIES CORPORATION Dated as of July 15, 2021Agreement and Plan of Merger • July 15th, 2021 • Gp Strategies Corp • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of July 15, 2021, by and among Learning Technologies Group plc, a public limited company incorporated in England and Wales (“Parent”), Learning Technologies Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“US Holdco”), Gravity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (“Merger Sub”), and GP Strategies Corporation, a Delaware corporation (the “Company”).
ADVANCE AUTO PARTS, INC. Underwriting AgreementAdvance Auto Parts Inc • March 7th, 2023 • Retail-auto & home supply stores • New York
Advance Auto Parts, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 5.900% Notes due 2026 (the “2026 Notes”) and $300,000,000 principal amount of its 5.950% Notes due 2028 (the “2028 Notes”, and, together with the 2026 Notes, the “Notes”). The Notes will be guaranteed on an unsecured basis (the “Subsidiary Guarantee” and, together with the Notes, the “Securities”) by Advance Stores Company, Incorporated (the “Subsidiary Guarantor”). The Securities will be issued pursuant to a tenth supplemental indenture, to be dated as of the Closing Date (as defined below) (the “Tenth Supplemental Indenture”), to the Indenture, dated as of April 29, 2010 (as amended or supplemented as of the date hereof, “Base Indenture” and, together with the Tenth Supplemental Indenture, the “Indenture”), among
