Husch Blackwell Sample Contracts

STOCK PURCHASE AGREEMENT Among KERRY HOLDING CO., AS THE BUYER, GREEN PLAINS II LLC, AS THE SELLER, FLEISCHMANNS VINEGAR COMPANY, INC., AS THE COMPANY, AND, SOLELY FOR PURPOSES OF SECTION 11.17, GREEN PLAINS INC., AS THE GUARANTOR Dated as of October 23, 2018 (October 25th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among THE ANDERSONS, INC., BRISKET MERGER SUB 1, LLC, BRISKET MERGER SUB 2, LLC, BRISKET MERGER SUB 3, LLC, LGC GROUP, INC., LANSING TRADE GROUP, LLC, And (October 16th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 15, 2018, is made by and among The Andersons, Inc., an Ohio corporation (the "Purchaser"), Brisket Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of Purchaser ("Merger Sub 1"), Brisket Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Merger Sub 1 ("Merger Sub 2"), Brisket Merger Sub 3, LLC, a Delaware limited liability company and wholly-owned subsidiary of Purchaser ("Merger Sub 3" and, collectively with Merger Sub 1 and Merger Sub 2, the "Merger Subs"), LGC Group, Inc., a Michigan corporation ("LGC"), Lansing Trade Group, LLC, a Delaware limited liability company (the "Company"), and Sam Freitag, solely in his capacity as representative of the Sellers hereunder (the "Sellers Representative"). Each of Purchaser, Merger Sub 1, Merger Sub 2, Merger Sub 3, LGC, the Company and the Sellers Representative are sometimes referred to herein as a

Duluth Holdings Inc. – General Security Agreement (May 22nd, 2018)

This General Security Agreement (this Agreement) is dated as of May 17, 2018, by and between DULUTH HOLDINGS INC., a Wisconsin corporation (Debtor), with its mailing address as set forth in Section 10(c) hereof, and BMO HARRIS BANK N.A., a national banking association, as Administrative Agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns in such capacity, if any, Agent), with its mailing address as set forth in Section 10(c) hereof.

Verrica Pharmaceuticals Inc. – Sublease Agreement (May 22nd, 2018)

THIS SUBLEASE AGREEMENT (this Sublease) is made and entered into as of April 9, 2018, by and between THERAKOS, INC., a Florida corporation, as sublandlord (Sublandlord), and VERRICA PHARMACEUTICALS, INC., a Delaware corporation, as subtenant (Subtenant).

First Lien Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the Uniform Commercial Code of the State of Texas.

Second Lien Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the Uniform Commercial Code of the State of Texas.

Verrica Pharmaceuticals Inc. – Sublease Agreement (May 2nd, 2018)

THIS SUBLEASE AGREEMENT (this Sublease) is made and entered into as of April 9, 2018, by and between THERAKOS, INC., a Florida corporation, as sublandlord (Sublandlord), and VERRICA PHARMACEUTICALS, INC., a Delaware corporation, as subtenant (Subtenant).

ABL CREDIT AGREEMENT Dated as of April 3, 2018 Among CHS/COMMUNITY HEALTH SYSTEMS, INC., COMMUNITY HEALTH SYSTEMS, INC., THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, BANK OF AMERICA, N.A., RBC CAPITAL MARKETS, LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners, and DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, SUNTRUST BANK and SIEMENS FINANCIAL SERVICES, INC., as Co-Documentation Agents (April 4th, 2018)

ABL CREDIT AGREEMENT dated as of April 3, 2018 (this Agreement), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Borrower), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (Parent), the Lenders (as defined in Article I), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) and as collateral agent (in such capacity, the Collateral Agent) for the Lenders.

Abengoa Yield Ltd – Right of First Offer Agreement (March 12th, 2018)

This RIGHT OF FIRST OFFER AGREEMENT (this "Agreement") is made and entered into as of 5 March 2018, by and between ATLANTICA YIELD PLC ("AY"), a public limited company incorporated and registered in England and Wales, and ALGONQUIN POWER & UTILITIES CORP. ("AQN"), a corporation organized under the federal laws of Canada. Each of AY and AQN are referred to herein as a "Party," and together as the "Parties."

Abengoa Yield Ltd – SHAREHOLDERS AGREEMENT - By and Among - ALGONQUIN POWER & UTILITIES CORP. ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. - And - ATLANTICA YIELD PLC Dated as of 5 March 2018 (March 12th, 2018)

This SHAREHOLDERS AGREEMENT (this "Agreement") is made on 5 March 2018 by and among ALGONQUIN POWER & UTILITIES CORP. ("AQN"), a company incorporated under the federal laws of Canada, ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. ("AAGES"), a private company with limited liability incorporated under the laws of the Netherlands, and ATLANTICA YIELD PLC (the "Company" or "AY"), a public limited company incorporated and registered in England and Wales. Each of AQN, AAGES and the Company are referred to herein as a "Party," and together as the "Parties".

Tortoise Capital Resources Corporation – PINEDALE CORRIDOR, LP 6.50% Senior Secured Notes Due December 29, 2022 SECOND AMENDED AND RESTATED TERM CREDIT AGREEMENT AND NOTE PURCHASE AGREEMENT Dated December 29, 2017 (January 4th, 2018)

Reference is made to that certain Term Credit Agreement, dated as of December 7, 2012, as amended and restated by that certain Amended and Restated Term Credit Agreement, dated as of December 14, 2012, by and among Pinedale Corridor, LP, a Delaware limited partnership (the "Company"), as borrower, the lenders party thereto (the "Original Lenders") and KeyBank National Association ("KeyBank"), as administrative agent for the Original Lenders (the "Agent"; and such Agreement as further amended, supplemented or otherwise modified prior to the date hereof, the "Original Credit Agreement"). To secure the obligations of the Company under the Original Credit Agreement, the Company and CorEnergy Infrastructure Trust, Inc. ("CORR") entered into the Security Documents (as defined herein) with the Agent.

Contract (December 4th, 2017)
KBS Real Estate Investment Trust, Inc. – Purchase and Sale Agreement and Escrow Instructions (November 14th, 2017)

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of September 8, 2017, between KBS CLAYTON PLAZA, LLC, a Delaware limited liability company ("Seller"), and FRANKLIN PARTNERS, LLC, an Illinois limited liability company ("Buyer"), with reference to the following:

Southwest Iowa Renewable Energy, Llc – Amended and Restated Ethanol Purchase Agreement (October 26th, 2017)

THIS AMENDED AND RESTATED ETHANOL PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 23, 2017 (the "Effective Date") by and between Southwest Iowa Renewable Energy, LLC, an Iowa limited liability company ("Producer"), and Bunge North America, Inc., a New York corporation ("Bunge") (each of Producer and Bunge, a "Party" and collectively, the "Parties").

Contents (August 29th, 2017)

This TERM LOAN AGREEMENT dated as of August 29, 2017 (this Agreement) is among GREEN PLAINS INC. (the Borrower), the Lenders (as defined below), BNP PARIBAS, as administrative agent and as collateral agent.

Eighth Amendment to Credit Agreement (August 29th, 2017)

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this Eighth Amendment) dated as of August 29, 2017 is among GREEN PLAINS GRAIN COMPANY LLC, a Delaware limited liability company (including in its capacity as successor by merger to Green Plains Essex Inc., an Iowa corporation, the Borrower), the Lenders party to the Credit Agreement (as defined below) and BNP PARIBAS, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.

Tortoise Capital Resources Corporation – Revolving Credit Agreement (August 2nd, 2017)

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is made the 8th day of July, 2015, as amended through the Second Amendment, by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation, as borrower ("Borrower"), having its principal place of business at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106, each of the parties now or hereafter signatory hereto as guarantors (collectively "Guarantors"), REGIONS BANK, a national banking association ("Regions") and BANK OF AMERICA, N.A., ("Bank of America") with the other lending institutions that are or may become parties hereto pursuant to SS18 as lenders ("Lenders"), REGIONS BANK, as administrative agent ("Agent") for itself and the other Lenders, REGIONS BANK, as Swing Line Lender, REGIONS BANK, as LC Issuer, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents, and REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPOR

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS AGENT) PNC BANK, NATIONAL ASSOCIATION AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO (AS LENDERS) WITH GREEN PLAINS TRADE GROUP LLC AND the Other Persons Joined as Borrowers From Time to Time (BORROWERS) Arranged By: PNC CAPITAL MARKETS LLC AND BANK OF AMERICA, N.A. (AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS) BANK OF AMERICA, N.A. (AS SYNDICATION AGENT) July 28, 2017 (July 31st, 2017)

Fourth Amended and Restated Revolving Credit and Security Agreement dated as of July 28, 2017 among GREEN PLAINS TRADE GROUP LLC, a limited liability company formed under the laws of the State of Delaware (GPTG), and each Person joined as a Borrower from time to time (each a Borrower, and collectively Borrowers), the financial institutions which are now or which hereafter become a party hereto (collectively, the Lenders and each individually a Lender) and PNC BANK, NATIONAL ASSOCIATION (PNC), as agent for Lenders (PNC, in such capacity, the Agent).

Credit and Guaranty Agreement (July 21st, 2017)
General Employment Enterprises, Inc. – Agreement and Plan of Merger (April 6th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of March 31, 2017, by and among GEE Group Inc., an Illinois corporation ("Buyer" or "GEE"), GEE Group Portfolio Inc., a Delaware corporation and wholly-owned subsidiary of GEE (the "Merger Subsidiary"), SNI Holdco Inc., a Delaware corporation ("SNI Holdco"), Smith Holdings, LLC a Delaware limited liability company, Thrivent Financial for Lutherans, a Wisconsin corporation, organized as a fraternal benefits society ("Thrivent"), Madison Capital Funding, LLC, a Delaware limited liability company ("Madison") and Ronald R. Smith, in his capacity as a stockholder ("Mr. Smith" and collectively with Smith Holdings, LLC, Thrivent and Madison, the "Principal Stockholders") and Ronald R. Smith in his capacity as the representative of the SNIH Stockholders ("Stockholders' Representative"). Buyer, Merger Subsidiary, SNI Holdco and the Principal Stockholders are collectively referred to herein as the "Parties" or singul

Asset Purchase Agreement (March 31st, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 28, 2017 (the "Execution Date"), by and among ETHOSTREAM LLC, a Wisconsin limited liability company ("Seller"), TELKONET, INC., a Utah corporation, as the shareholder of Seller ("Shareholder"), and DCI-DESIGN COMMUNICATIONS LLC, a Delaware limited liability company ("Buyer").

Lease Agreement (March 7th, 2017)

This LEASE AGREEMENT (this "Lease") is made and entered into as of December 20, 2016, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership ("Landlord"), and SUPPORT.COM, INC., a Delaware corporation ("Tenant").

Victory Energy Corp – Securities Purchase Agreement (February 7th, 2017)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of February 1, 2017, among VICTORY ENERGY CORPORATION, a Nevada corporation (the "Company"), and VISIONARY PRIVATE EQUITY GROUP I, LP (the "Investor"). The Company and the Investor are collectively referred to in this Agreement as the "Parties," and each a "Party."

PROVECTUS BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT January 30, 2017 (February 3rd, 2017)
PROVECTUS BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT January , 2017 (January 26th, 2017)
Key Link Assets Corp. – Purchase & Sale Agreement (January 6th, 2017)

This PURCHASE & SALE AGREEMENT (this "Agreement") is entered into and effective as of the 30th day of December, 2016 (the "Effective Date"), between Green Stone Capital Partners Limited ("Seller"), a Cayman Islands company, and Foothills Exploration Operating, Inc. ("Buyer"), a corporation organized under the laws of the State of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202. In this Agreement, Buyer and Seller sometimes are referred to individually as a "Party" or collectively as the "Parties".

Key Link Assets Corp. – Purchase & Sale Agreement (January 6th, 2017)

This PURCHASE & SALE AGREEMENT (this "Agreement") is entered into and effective as of the 30th day of December, 2016 (the "Effective Date"), between Total Belief Limited ("Seller"), a British Virgin Islands limited liability company with its principal office at Room 1402, 14/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong and a direct wholly-owned subsidiary of New Times Energy Corporation Limited ("NTE"), a Bermuda limited liability company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, and Foothills Exploration Operating, Inc. ("Buyer"), a corporation organized under the laws of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202 In this Agreement, Buyer, and Seller sometimes are referred to individually as a "Party" or collectively as the "Parties".

Turning Point Brands, Inc. – Stock Purchase Agreement (November 21st, 2016)

This Stock Purchase Agreement (this "Agreement"), dated as of November 17, 2016, is entered into by and among National Tobacco Company, L.P., a Delaware limited partnership ("Buyer"), Timothy B. Campbell, an Illinois resident ("Campbell"), Thomas J. Metzler, a California resident ("Metzler"), Timothy B. Cady, a California resident ("Cady"), Mark M. Howard, a California resident ("Howard"), Sheilla V. Andrin, a California resident ("Andrin") (each of Campbell, Metzler, Cady, Howard and Andrin, a "Seller" and, collectively, the "Sellers"), Smoke Free Technologies Inc. d/b/a Vapor Beast, a California corporation (the "Company").

Membership Interest Purchase Agreement (November 7th, 2016)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into effective as of the 30th day of September, 2016, by and between Sycamore Street, L.L.C., a Kansas limited liability company ("Seller"), and NHI PropCo, LLC, a Delaware limited liability company ("Buyer").

STOCK PURCHASE AGREEMENT by and Among ISLE OF CAPRI CASINOS, INC., ISLE OF CAPRI MARQUETTE, INC., and CQ HOLDING COMPANY, INC. Dated October 13, 2016 (October 13th, 2016)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of October 13, 2016 by and among CQ Holding Company, Inc., a Delaware corporation (Buyer), Isle of Capri Casinos, Inc., a Delaware corporation (Seller), and Isle of Capri Marquette, Inc., an Iowa corporation (the Company). Buyer, Seller and the Company are sometimes referred to herein as the Parties and each, a Party.

Stock Purchase Agreement (October 3rd, 2016)

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 3, 2016, is made by and among SCI Ingredients Holdings, Inc., a Delaware corporation (the Company), Green Plains Inc., an Iowa corporation (Parent), Green Plains II LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (Buyer and together with Parent, the Buyer Parties), the Persons identified as Sellers on the signature page hereto (the Sellers), and Stone Canyon Industries LLC, a Delaware limited liability company, as representative for the Sellers and SAR Holders (the Seller Representative). Capitalized terms not otherwise defined have the meanings given in Article X.

NN, Inc. – Amendment and Restatement Agreement (October 3rd, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of September 30, 2016, among NN, Inc., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and each individually, a Lender), and SUNTRUST BANK, as successor to KeyBank National Association, as Administrative Agent.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Dated as of August 25, 2016 by and Among GREEN PLAINS INC. As Purchaser, and ABENGOA BIOENERGY OF ILLINOIS, LLC, and ABENGOA BIOENERGY OF INDIANA, LLC, as Sellers (September 26th, 2016)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of August 25, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Everbridge, Inc. – Sublease (August 19th, 2016)

THIS SUBLEASE (Sublease) is made and entered into as of March 30, 2016, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (Sublandlord), and EVERBRIDGE, INC., a Delaware corporation (Subtenant).

Csa Holdings Inc. – ASSET PURCHASE AGREEMENT Between Big Al's Security Team, LLC, a Colorado Limited Liability Company BAST Oregon, LLC, a Colorado Limited Liability Company BAST Arizona, LLC, a Colorado Limited Liability Company Precision Operations Group, Inc. A Colorado Corporation Precision Operations Group SHS, LLC a Colorado Limited Liability Company and CSA, LLC, a Colorado Limited Liability Company Dated as Of (August 18th, 2016)

This Asset Purchase Agreement (this "Agreement"), dated as of July 26, 2016, is entered into between Big Al's Security Team, LLC, a Colorado limited liability company, BAST Oregon, LLC, a Colorado limited liability company, BAST Arizona, LLC, a Colorado limited liability company Precision Operations Group, Inc. a Colorado corporation, and Precision Operations Group SHS, LLC a Colorado limited liability company (Collectively "Sellers") and CSA, LLC, a Colorado limited liability company, ("Buyer"). With respect to Section 6.04 only,