Honigman Miller Schwartz and Cohn Sample Contracts

Conifer Holdings, Inc. – EXECUTION VERSION Conifer Holdings, Inc. $30,000,000 8% Subordinated Notes Due September 29, 2032 ______________ NOTE PURCHASE AGREEMENT ______________ Dated September 29, 2017 25598028 (September 11th, 2018)
Conifer Holdings, Inc. – CONIFER HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as TRUSTEE INDENTURE Dated as of , 2018 (September 10th, 2018)
Agree Realty Corporation – AGREE REALTY CORPORATION 3,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT (September 7th, 2018)
Agree Realty Corporation – Contract (September 7th, 2018)

Date: September 4, 2018 To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 From: Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attn: Adam Muchnick Telephone: (212) 723-3850 Email: adam.muchnick@citi.com

Procaccianti Hotel Reit, Inc. – PURCHASE AND SALE AGREEMENT BY AND BETWEEN GRAND TRAVERSE HOTEL PROPERTIES, LLC, a Michigan Limited Liability Company AS SELLER AND THE PROCACCIANTI GROUP, LLC, a Rhode Island Limited Liability Company AS PURCHASER FOR Hotel Indigo (August 21st, 2018)

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the 8th day of March, 2018 (the "Effective Date") by and between GRAND TRAVERSE HOTEL PROPERTIES, LLC, a Michigan limited liability company ("Seller") and THE PROCACCIANTI GROUP, LLC, a Rhode Island limited liability company ("Purchaser").

Zekelman Industries, Inc. – REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of June 8, 2018 Among WHEATLAND TUBE, LLC, as US Borrower 6582125 CANADA INC., as Canadian Borrower ZEKELMAN INDUSTRIES, INC., as Holdings and a Guarantor VARIOUS LENDERS, BANK OF AMERICA, N.A., BANK OF MONTREAL and PNC CAPITAL MARKETS LLC as Joint Lead Arrangers and Joint Bookrunners, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and BANK OF MONTREAL and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent $400,000,000 Senior Secured Revolving Credit Facility (August 17th, 2018)

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2018, is entered into by and among WHEATLAND TUBE, LLC, a Pennsylvania limited liability company (the US Borrower), 6582125 CANADA INC., a Canadian corporation (the Canadian Borrower and, collectively with the US Borrower, the Borrowers), ZEKELMAN INDUSTRIES, INC., a Delaware corporation (Holdings), as a Guarantor, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (Bank of America), as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, the Collateral Agent).

Gemphire Therapeutics Inc. – Contract (August 6th, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Gemphire Therapeutics Inc. – Amended and Restated License Agreement (August 6th, 2018)

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this "Agreement") is made effective as of the 2nd day of August, 2018 (the "Effective Date"), by and between Gemphire Therapeutics Inc., a Delaware corporation with offices at 17199 N. Laurel Park Dr., Suite 401, Livonia, MI 48152 ("LICENSEE"), and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 ("PFIZER"). LICENSEE and PFIZER may, from time-to-time, be individually referred to as a "Party" and collectively referred to as the "Parties."

Original Source Entertainment, Inc. – Subscription Agreement (July 13th, 2018)
Original Source Entertainment, Inc. – Registration Rights Agreement (July 13th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of [_______________], 2018 by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), each of the persons who have executed counterpart signature pages hereto (each a "Purchaser" and collectively, the "Purchasers") and persons or entities identified on Schedule 1 hereto holding Broker Warrants (each a "Broker" and collectively, the "Brokers").

Original Source Entertainment, Inc. – FORM OF Series 1 Notes Debt Conversion AGREEMENT (July 6th, 2018)

This Debt Conversion Agreement (this "Agreement") is made as of July 2, 2018 (the "Effective Date"), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), and the holder identified on the signature page hereto (the "Holder").

Original Source Entertainment, Inc. – FORM OF Series 2 Notes Debt Conversion AGREEMENT (July 6th, 2018)

This Debt Conversion Agreement (this "Agreement") is made as of July 2, 2018 (the "Effective Date"), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), and each holder identified on the signature page hereto (each, a "Holder" and, together, the "Holders").

Sunshine Heart Inc – ____________ Shares of Common Stock Chf Solutions, Inc. Underwriting Agreement (June 29th, 2018)

The undersigned, CHF Solutions, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of CHF Solutions, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters, if any (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter"), named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 22, 2018 Among PULTEGROUP, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the Other Lenders Party Hereto (June 22nd, 2018)
Securities Purchase Agreement (May 29th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 28, 2018 is made and entered into by and among Tribune Publishing Company, LLC, a Delaware limited liability company ("Purchaser"); Virginian-Pilot Media Companies, LLC, a Virginia limited liability company (the "Company"); and Landmark Media Enterprises, LLC, a Virginia limited liability company ("Seller"). Purchaser, the Company and Seller are sometimes individually referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.15.

Asset Purchase Agreement Dated as of March 13, 2018 by and Among (May 23rd, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of March 13, 2018 is made by and among ForSaleByOwner.com, LLC, a Delaware limited liability company ("Seller"), ForSaleByOwner.com, LLC, a Michigan limited liability company ("Buyer"), solely for purposes of Section 10.16, In-House Realty LLC, a Michigan limited liability company ("Buyer Guarantor"), and, solely for purposes of Section 10.17, Tribune Publishing Company, LLC, a Delaware limited liability company ("Seller Guarantor").

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 7 SECTION 3 SALE OF SECURITIES 9 SECTION 4 SUSPENSION OF SALES 11 SECTION 5 REPRESENTATIONS AND WARRANTIES 11 SECTION 6 SALE AND DELIVERY; SETTLEMENT 29 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 33 SECTION 8 PAYMENT OF EXPENSES 41 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE AGENT, THE FORWARD SELLER AND THE FORWARD PURCHASER 41 SECTION 10 INDEMNIFICATION 44 SECTION 11 CONTRIBUTION 46 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 48 SECTION 13 TERMINATION OF AGREEMEN

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 4 SECTION 3 SALE OF SECURITIES 6 SECTION 4 SUSPENSION OF SALES 6 SECTION 5 REPRESENTATIONS AND WARRANTIES 6 SECTION 6 SALE AND DELIVERY; SETTLEMENT 23 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 26 SECTION 8 PAYMENT OF EXPENSES 33 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE MANAGER 34 SECTION 10 INDEMNIFICATION 36 SECTION 11 CONTRIBUTION 38 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 40 SECTION 13 TERMINATION OF AGREEMENT 40 SECTION 14

Gemphire Therapeutics Inc. – Employment Agreement (May 3rd, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement") by and between Gemphire Therapeutics Inc., a Delaware corporation (the "Company"), and Dr. Steven Gullans (the "Executive") is signed by the Company and the Executive is entered into and made effective on May 1, 2018 (the "Effective Date").

Agree Realty Corporation – Date:March 13, 2018 To:Agree Realty Corporation (March 19th, 2018)
Agree Realty Corporation – Underwriting Agreement (March 19th, 2018)
Original Source Entertainment, Inc. – Neuroone Medical Technologies Corporation Capital Stock Purchase Warrant (March 16th, 2018)

This Certified That, for value received, [NAME OF HOLDER] (the "Holder") is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), at any time commencing on the Conversion Date and expiring on November 21, 2021 (the "Warrant Exercise Term"), the Shares at the Exercise Price (each as defined in Section 1 below).

Original Source Entertainment, Inc. – Contract (March 16th, 2018)
Mackinac Financial Corporation – Amended and Restated Employment Agreement (March 15th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of the 1st day of March, 2018 (the "Commencement Date"), by and between Mackinac Financial Corporation, a Michigan corporation (the "Company") and Paul D. Tobias (the "Executive").

Purchase and Sale Agreement (March 15th, 2018)

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of this 1st day of May, 2017 (the "Effective Date") by and between FAAC INCORPORATED, a Michigan corporation ("Purchaser") and OAK VALLEY 1229, LLC, a Michigan limited liability company ("Seller").

Mackinac Financial Corporation – Amended and Restated Employment Agreement (March 15th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made effective as of the 1st day of March, 2018 (the "Commencement Date"), by and between Mackinac Financial Corporation, a Michigan corporation (the "Company") and Jesse Deering (the "Executive").

Mackinac Financial Corporation – Amended and Restated Employment Agreement (March 15th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of the 1st day of March, 2018 (the "Commencement Date"), by and between Mackinac Financial Corporation, a Michigan corporation (the "Company") and Kelly W. George (the "Executive").

Phillips Edison Grocery Center REIT III, Inc. – Shopping Center Purchase and Sale Agreement (March 13th, 2018)

THIS SHOPPING CENTER PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of the 21st day of November, 2017 (the "Effective Date"), by and between RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership ("Seller"), with offices at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company ("Purchaser"), with offices at 11501 Northlake Drive, Cincinnati, Ohio 45249.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Managing Agent U.S. BANK NATIONAL ASSOCIATION as Sole Lead Arranger and Sole Bookrunner (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent U.S. BANK NATIONAL ASSOCIATION and SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agents PNC CAPITAL MARKETS LLC and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto TD BANK, NATIONAL ASSOCIATION, as Syndication Agent CAPITAL ONE, NATIONAL ASSOCIATION and TD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Runners (February 22nd, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Syndication Agent RAYMOND JAMES BANK, N.A., REGIONS BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Le (February 22nd, 2018)
Acquisition Agreement (February 7th, 2018)

This ACQUISITION AGREEMENT (this "Agreement"), dated as of February 6, 2018, is entered into by and among Tribune Publishing Company, LLC, a Delaware limited liability company ("Buyer"), tronc, Inc., a Delaware corporation ("Issuer"), BestReviews LLC, a Delaware limited liability company formerly known as and successor in interest to the Pre-Conversion Corporation (as defined in the recitals below) (BestReviews LLC together with the Pre-Conversion Corporation when relevant to periods before the Conversion, collectively, "BR-NV"), BestReviews Inc., a Delaware corporation ("Parent" and together with BR-NV, each, a "Company" and, collectively, the "Companies"), each Person designated as a "Stockholder" on the signature pages hereto (each a "Stockholder," and together, the "Stockholders"), and Denis Grosz, as representative of Parent and the Stockholders (the "Seller Representative"). The parties hereto are each individually referred to herein as a "Party" and collectively as the "Parties

Amended and Restated Limited Liability Company Agreement of BestReviews LLC February 6, 2018 (February 7th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made as of February 6, 2018, by and among BestReviews LLC, a Delaware limited liability company (the "Company"), and the other parties listed on the signature pages from time to time attached hereto. Certain capitalized terms used herein are defined in Section 1.7; and

Wheeler Real Estate Investment – LOAN AGREEMENT Dated as of June 5, 2013 Between JANAF SHOPPING CENTER, LLC and JANAF SHOPS, LLC, Jointly, Severally, Individually and Collectively as Borrower and KEYBANK NATIONAL ASSOCIATION, as Lender Loan No. 10069383 (January 23rd, 2018)

THIS LOAN AGREEMENT is made as of June 5, 2013 (this Agreement), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (Lender) and each of JANAF SHOPPING CENTER, LLC, a Delaware limited liability company, and JANAF SHOPS, LLC, a Delaware limited liability company, each having an address at 320 North Main Street, Suite 200, Ann Arbor, Michigan 48104 (jointly, severally, individually and collectively, Borrower).