Honigman Miller Schwartz and Cohn Sample Contracts

Share Cite Term
Link

Embed (HTML)
Sunshine Heart Inc – Contract (November 20th, 2017)
Sunshine Heart Inc – Contract (November 17th, 2017)
Diplomat Pharmacy – SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG DIPLOMAT PHARMACY, INC., AS THE PURCHASER, LEEWARD MERGER SUB LLC, AS MERGER SUB, LDI HOLDING COMPANY, LLC, AS THE COMPANY, NAUTIC PARTNERS VII, L.P., NAUTIC PARTNERS VII-A, L.P., NAUTIC PARTNERS VIII-A, L.P., OAK HC/FT PARTNERS L.P., AS THE BLOCKER SELLERS, NAUTIC VIII, L.P., AND NAUTIC CAPITAL VIII, L.P., AS SECURITYHOLDER REPRESENTATIVE Dated as of November 15, 2017 (November 16th, 2017)

This SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2017 (this Agreement), is by and among by and among (i) Diplomat Pharmacy, Inc., a Michigan corporation (the Purchaser), (ii) Leeward Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (Merger Sub), (iii) LDI Holding Company, LLC, a Delaware limited liability company (the Company), (iv) Nautic Partners VII, L.P., a Delaware limited partnership, (v) Nautic Partners VII-A, L.P., a Delaware limited partnership, (vi) Nautic Partners VIII-A, L.P., a Delaware limited partnership, and (vii) Oak HC/FT Partners L.P., a Delaware limited partnership (each of (iv), (v), (vi), and (vii), a Blocker Seller, and together, the Blocker Sellers), (viii) Nautic Capital VIII, L.P., a Delaware limited partnership, solely in its capacity as the Securityholder Representative (the Securityholder Representative) and (ix) Nautic Partners VIII, L.P., a Delaware limited partnership, sol

Sunshine Heart Inc – Contract (November 13th, 2017)
Sunshine Heart Inc – Contract (November 13th, 2017)
Conifer Holdings, Inc. – EXECUTION VERSION 25598028 Conifer Holdings, Inc. $30,000,000 8% Subordinated Notes Due September 29, 2032 ______________ NOTE PURCHASE AGREEMENT ______________ Dated September 29, 2017 (November 8th, 2017)
Sunshine Heart Inc – Common Stock Purchase Warrant Chf Solutions, Inc. (November 6th, 2017)

THIS COMMON STOCK PURCHASE WARRANT (the "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 5:00 p.m. (New York City time) on _______ __, 20221 (the "Termination Date") but not thereafter, to subscribe for and purchase from CHF Solutions, Inc., a Delaware corporation (the "Company"), up to _________ shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock ("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 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be the sole registered holder of this

Sunshine Heart Inc – ________ Shares of Series F Convertible Preferred Stock (Convertible Into _________ Shares of Common Stock) and Warrants Exercisable Into ________ Shares of Common Stock of Chf Solutions, Inc. Underwriting Agreement (November 6th, 2017)

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.

Agree Realty Corporation – $100,000,000 4.19% Senior Guaranteed Notes Due September 20, 2029 Note Purchase Agreement Dated as of August 3, 2017 (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the "Company"), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the "Parent Guarantor"), jointly and severally, agree with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Agree Realty Corporation – Agree Limited Partnership (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the "Company"), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the "Parent Guarantor"), jointly and severally, agree with AIG Asset Management (U.S.), LLC, a Delaware limited liability company ("AIG") and each AIG Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a "Purchaser" and, collectively, the "Purchasers") as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Agree Realty Corporation – Agree Limited Partnership (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the "Company"), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the "Parent Guarantor"), jointly and severally, agree with Teachers Insurance and Annuity Association of America ("TIAA") and each TIAA Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a "Purchaser" and, collectively, the "Purchasers") as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Original Source Entertainment, Inc. – Subscription Agreement (October 6th, 2017)

This Subscription Agreement (this "Agreement") is made as of __________, ______ by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each, a "Subscriber" and collectively, the "Subscribers").

Original Source Entertainment, Inc. – Warrant (October 6th, 2017)

This Warrant is issued in connection with the Company's private offering solely to accredited investors of up to $1,000,000 (or such higher amount as the Company's Board of Directors shall determine) aggregate principal amount of Convertible Promissory Notes (the "Notes") and related Warrants in accordance with, and subject to, the terms and conditions described in the Subscription Agreement, dated as of__________, _____ (the "Subscription Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Notes or the Subscription Agreement, as the case may be.

Original Source Entertainment, Inc. – Neuroone Medical Technologies Corporation Capital Stock Purchase Warrant (August 23rd, 2017)

This Certified That, for value received, [_______________] (the "Holder") is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), at any time commencing on [DATE] and expiring on the five year anniversary (the "Warrant Exercise Term"), the Shares at the Exercise Price (each as defined in Section 1 below).

Original Source Entertainment, Inc. – Subscription Agreement (August 23rd, 2017)

This Subscription Agreement (this "Agreement") is made as of _______, ____, by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each, a "Subscriber" and collectively, the "Subscribers").

Original Source Entertainment, Inc. – Employment Agreement (August 7th, 2017)

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of August 4, 2017 (the "Commencement Date"), by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company") and David Rosa (the "Executive").

Us Lbm Holdings, Inc. – Employment Agreement (June 28th, 2017)

This Employment Agreement (this Agreement) is made as of November 30, 2010, between US LBM Holdings, LLC, a Delaware limited liability company (the Company), and Richard Kolaczewski (Executive).

Us Lbm Holdings, Inc. – Employment Agreement (June 28th, 2017)

This Employment Agreement (this Agreement) is made as of February 19, 2016, between US LBM Holdings, LLC, a Delaware limited liability company (the Company), and Michelle Pollock (the Executive).

Us Lbm Holdings, Inc. – Amended and Restated Employment Agreement (June 28th, 2017)

This Amended and Restated Employment Agreement (this Agreement) is made as of January 3, 2012, with an effective date of January 1, 2012 (the Effective Date), between US LBM Holdings, LLC, a Delaware limited liability company (the Company), and Jeffrey G. Umosella (Executive).

Us Lbm Holdings, Inc. – Amended and Restated Employment Agreement (June 28th, 2017)

This Amended and Restated Employment Agreement (this Agreement) is made as of December 12, 2011 (the Effective Date), between US LBM Holdings, LLC, a Delaware limited liability company (the Company), and L.T. Gibson (Executive).

Agree Realty Corporation – Underwriting Agreement (June 19th, 2017)
Phillips Edison Grocery Center REIT III, Inc. – Contract (May 12th, 2017)
Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (April 28th, 2017)

Agree Realty Corporation, a Maryland corporation (the "Company"), and Agree Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), of which the Company is the sole general partner, each confirms its agreement (this "Agreement") with [ ] (the "Manager"), as follows:

PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG KMG CHEMICALS, INC., KMG FC, LLC, FLOWCHEM HOLDINGS LLC, ARSENAL CAPITAL PARTNERS III-B LP, AS ARSENAL BLOCKER SELLER, AND ACP FLOWCHEM LLC, IN ITS CAPACITY AS THE REPRESENTATIVE April 23, 2017 (April 25th, 2017)

This PURCHASE AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of April 23, 2017, by and among KMG Chemicals, Inc., a Texas corporation ("Buyer"), KMG FC, LLC, a Delaware limited liability company ("Merger Sub"), Flowchem Holdings LLC, a Delaware limited liability company (the "Company"), Arsenal Capital Partners III-B LP, a Delaware limited partnership ("Arsenal Blocker Seller"), and ACP Flowchem LLC, not individually but solely in its capacity as the Representative (as hereinafter defined). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 12.01 of this Agreement. Buyer, Merger Sub, the Company and Arsenal Blocker Seller are referred to herein collectively as the "Parties" and, individually, as a "Party."

ASSET PURCHASE AGREEMENT Dated as of March 16, 2017 by and Between UJB ACQUISITION CORP. And CUSTOM CONTROL CONCEPTS LLC (April 6th, 2017)

This ASSET PURCHASE AGREEMENT is made as of March 16, 2017 (this "Agreement"), by and between UJB Acquisition Corp., a Washington corporation ("Buyer"), and Custom Control Concepts LLC, a Delaware limited liability company ("Seller"). Buyer and Seller are collectively referred to herein as the "Parties" and each individually as a "Party."

Sunshine Heart Inc – Shares of Common Stock, Shares of Series E Convertible Preferred Stock (Convertible Into Shares of Common Stock) and Warrants (Exercisable Into Shares of Common Stock) of Sunshine Heart, Inc. Underwriting Agreement (April 5th, 2017)

The undersigned, Sunshine Heart, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Sunshine Heart, Inc., the Company), hereby confirms its agreement (this Agreement) with the several underwriters (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.

Sunshine Heart Inc – Common Stock Purchase Warrant Sunshine Heart, Inc. (April 5th, 2017)

THIS COMMON STOCK PURCHASE WARRANT (the 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 , 2017 (the Initial Exercise Date) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from Sunshine Heart, Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of the Companys common stock (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 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (DTC) shall initially be the sole registere

Gemphire Therapeutics Inc. – Securities Purchase Agreement (March 13th, 2017)

This Securities Purchase Agreement (this Agreement) is dated as of March 10, 2017 by and among Gemphire Therapeutics Inc., a Delaware corporation (the Company), and each purchaser listed on Schedule A attached hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Sunshine Heart Inc – February 14, 2017 (February 14th, 2017)

We have acted as counsel to Sunshine Heart, Inc., a Delaware corporation (the Company), in connection with preparing and filing with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), a Registration Statement on Form S-1 (such registration statement as amended or supplemented from time to time, the Registration Statement), in connection with the registration under the Securities Act of an aggregate of 206,809 shares of the Companys common stock, par value $0.0001 per share (Common Stock), of which (i) 44,614 shares are issuable upon conversion of 200 shares of Series D Convertible Preferred Stock of the Company (the Preferred Stock) and (ii) 162,195 shares are issuable upon the exercise of common stock purchase warrants (the Warrants). The Preferred Stock and the Warrants were issued pursuant to that certain Securities Purchase Agreement dated October 30, 2016 (the Securities Purchase Agreement), by and amon

Taubman Centers – AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of February 1, 2017 Among THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, the Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co- Syndication Agents U.S. BANK NATIONAL ASSOCIATION and SUNTRUST BANK, as Documentation Agents and MIZUHO BANK, LTD., and THE BANK OF NOVA SCOTIA, as Managing Agents JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Joint Lead Arranger and PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO SECURITIES, LLC (February 7th, 2017)

THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "Agreement") is entered into as of February 1, 2017, among THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

6.375% Senior Notes Due 2024 Purchase Agreement January 4, 2017 (January 5th, 2017)
Sunshine Heart Inc – December 15, 2016 (December 15th, 2016)

We have acted as counsel to Sunshine Heart, Inc., a Delaware corporation (the Company), in connection with preparing and filing with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), a Registration Statement on Form S-1 (such registration statement as amended or supplemented from time to time, the Registration Statement), in connection with the registration under the Securities Act of an aggregate of 25,294,117 shares of the Companys common stock, par value $0.0001 per share (Common Stock), of which (i) 4,117,647 shares are issuable upon conversion of 700 shares of Series D Convertible Preferred Stock of the Company (the Preferred Stock) and (ii) 21,176,670 shares are issuable upon the exercise of common stock purchase warrants (the Warrants). The Preferred Stock and the Warrants were issued pursuant to that certain Securities Purchase Agreement dated October 30, 2016 (the Securities Purchase Agreement), by

Ramco-Gershenson Properties, L.P. $75,000,000 3.64% Senior Guaranteed Notes Due 2028 Note Purchase Agreement Dated as of August 19, 2016 (December 13th, 2016)

Ramco-Gershenson Properties, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company") and Ramco-Gershenson Properties Trust, a Maryland real estate investment fund (the "Trust"), jointly and severally agree with each of the Purchasers as follows:

Stonemor Partners L.P. – CREDIT AGREEMENT Dated as of August 4, 2016 Among STONEMOR OPERATING LLC, the Other Borrowers Party Hereto, the Lenders Party Hereto, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, and TD BANK, N.A. And RAYMOND JAMES BANK, N.A., as Co- Documentation Agents CAPITAL ONE, NATIONAL ASSOCIATION, and CITIZENS BANK OF PENNSYLVANIA, as Joint Lead Arrangers and Joint Bookrunners (November 9th, 2016)

CREDIT AGREEMENT (this Agreement) dated as of August 4, 2016 among STONEMOR OPERATING LLC, a Delaware limited liability company, the other BORROWERS party hereto, the LENDERS from time to time party hereto, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender, CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, and TD BANK, N.A. and RAYMOND JAMES BANK, N.A., as Co-Documentation Agents.

Sunshine Heart Inc – Securities Purchase Agreement (October 31st, 2016)

This Securities Purchase Agreement (this Agreement) is dated as of October 30, 2016, between Sunshine Heart, 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).