Illinois Sample Contracts

Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT (October 16th, 2018)

This Securities Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is dated as of October ____, 2018, between MEDITE Cancer Diagnostics, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (including its successors and permitted assigns, the "Purchasers").

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

Byline Bancorp, Inc. – Third Amendment to Revolving Credit Agreement (October 16th, 2018)

THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated October 11, 2018 (the "Third Amendment"), and is by and between Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation ("Borrower"), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, an Illinois chartered bank (together with successors and assigns, the "Lender"), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.

World Acceptance Corporation – Employment Agreement (October 16th, 2018)

This Agreement is effective as of October 15th, 2018 (the "Effective Date") by and between World Acceptance Corporation (the "Company"), a South Carolina corporation, and R. Chad Prashad (the "Executive"), an individual residing at Greenville, South Carolina.

M III Acquisition Corp. – Equity Purchase Agreement* (October 15th, 2018)

This Equity Purchase Agreement (this "Agreement") is entered into on October 12, 2018, by and among IEA Energy Services LLC, a Delaware limited liability company ("Purchaser"), each Person listed as an "Acquired Company" on Exhibit A hereto (each, an "Acquired Company", and collectively, the "Acquired Companies"), each Person listed as a "Seller" on Exhibit A hereto (each, a "Seller", and collectively, "Sellers"), William Charles, Ltd., an Illinois corporation, in its additional capacity as a representative of Sellers appointed pursuant to Section 2.06 ("Sellers' Representative"), and Nathan J. Howard, solely for purposes of Section 6.08 ("Howard"). The above-referenced parties are sometimes herein referred to individually as a "Party" and collectively as the "Parties".

Incremental Joinder Agreement No. 1 (October 15th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2017 (this Agreement), among PENN NATIONAL GAMING, INC., a Pennsylvania corporation (Borrower); the GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; BANK OF AMERICA, N.A., as swingline lender (in such capacity, together with its successors in such capacity, Swingline Lender); BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, Administrative Agent); and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors in such capacity, Collateral Agent).

M III Acquisition Corp. – Equity Purchase Agreement* (October 15th, 2018)

This Equity Purchase Agreement (this "Agreement") is entered into on October 12, 2018, by and among IEA Energy Services LLC, a Delaware limited liability company ("Purchaser"), each Person listed as an "Acquired Company" on Exhibit A hereto (each, an "Acquired Company", and collectively, the "Acquired Companies"), each Person listed as a "Seller" on Exhibit A hereto (each, a "Seller", and collectively, "Sellers"), William Charles, Ltd., an Illinois corporation, in its additional capacity as a representative of Sellers appointed pursuant to Section 2.06 ("Sellers' Representative"), and Nathan J. Howard, solely for purposes of Section 6.08 ("Howard"). The above-referenced parties are sometimes herein referred to individually as a "Party" and collectively as the "Parties".

BMW Vehicle Lease Trust 2018-1 – BMW VEHICLE LEASE TRUST 2018-1, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and FORM OF ISSUER ADMINISTRATION AGREEMENT Dated as of October 17, 2018 (October 12th, 2018)

This Issuer Administration Agreement, dated as of October 17, 2018 (the "Agreement"), is among BMW Vehicle Lease Trust 2018-1, a Delaware statutory trust, as issuer (the "Issuer"), BMW Financial Services NA, LLC, a Delaware limited liability company ("BMW FS"), as administrator (in such capacity, the "Administrator"), BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the "Transferor"), and U.S. Bank National Association, a national banking association, as indenture trustee (the "Indenture Trustee").

JMP Group – CREDIT AGREEMENT by and Among BNP PARIBAS, as a Lender, the Other Lenders Party Hereto, JMP CREDIT ADVISORS LONG-TERM WAREHOUSE LTD., as Borrower, EACH CLO SUBSIDIARY FROM TIME TO TIME PARTY HERETO, as CLO Subsidiaries, BNP PARIBAS, as Administrative Agent, JMP CREDIT ADVISORS LLC, as Collateral Manager, and JMP CAPITAL LLC as Preferred Investor as of October 11, 2018 (October 12th, 2018)

THIS CREDIT AGREEMENT, dated as of October 11, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this "Agreement"), by and among BNP Paribas and each of the other lenders from time to time party hereto (the "Lenders"), JMP Credit Advisors Long-Term Warehouse Ltd. (the "Borrower"), each of the CLO Subsidiaries from time to time party hereto, BNP Paribas, as administrative agent (the "Administrative Agent"), JMP Credit Advisors LLC (the "Collateral Manager") and JMP Capital LLC (the "Preferred Investor").

Employment Agreement (October 12th, 2018)
CTI Industries Corporation – Consent and Amendment No. 2 to Revolving Credit, Term Loan and Security Agreement (October 12th, 2018)

This CONSENT AND AMENDMENT NO. 2 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT ("Amendment") is dated as of October 8, 2018 and is entered into by and among CTI INDUSTRIES CORPORATION, an Illinois corporation ("Borrower"), the other Credit Parties party hereto, the Lenders party hereto and PNC BANK, NATIONAL ASSOCIATION, as Agent for all Lenders ("Agent").

World Omni Auto Receivables Trust 2018-D – Trust Agreement (October 12th, 2018)

This TRUST AGREEMENT is dated October 17, 2018, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee.

BMW Vehicle Lease Trust 2018-1 – BMW VEHICLE LEASE TRUST 2018-1, as Issuer, and as Secured Party, and as Securities Intermediary ___________________________________ FORM OF CONTROL AGREEMENT Dated as of October 17, 2018 ___________________________________ (October 12th, 2018)

This Control Agreement, dated as of October 17, 2018 (this "Agreement"), is among BMW Vehicle Lease Trust 2018-1, as the issuer (the "Issuer"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as secured party (in such capacity, the "Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

BMW Vehicle Lease Trust 2018-1 – BMW AUTO LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee FORM OF AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 17, 2018 (October 12th, 2018)

This Amended and Restated Trust Agreement, dated as of October 17, 2018, is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the "Transferor"), and Wilmington Trust, National Association, a national banking association, as trustee (the "Owner Trustee").

World Omni Auto Receivables Trust 2018-D – Sale and Servicing Agreement (October 12th, 2018)

This SALE AND SERVICING AGREEMENT is dated as of October 17, 2018, among WORLD OMNI AUTO RECEIVABLES TRUST 2018-D, a Delaware statutory trust (the "Issuing Entity"), WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company (the "Depositor"), as depositor, and WORLD OMNI FINANCIAL CORP., a Florida corporation ("World Omni" or the "Servicer").

BMW Vehicle Lease Trust 2018-1 – BMW VEHICLE LEASE TRUST 2018-1 2.49584% Asset Backed Notes, Class A-1 2.97% Asset Backed Notes, Class A-2 3.26% Asset Backed Notes, Class A-3 3.36% Asset Backed Notes, Class A-4 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, and BMW VEHICLE LEASE TRUST 2018-1, as Issuer FORM OF INDENTURE Dated as of October 17, 2018 (October 12th, 2018)

This Indenture, dated as of October 17, 2018, is between BMW Vehicle Lease Trust 2018-1, a Delaware statutory trust (the "Issuer"), and U.S. Bank National Association, a national banking association, as indenture trustee (the "Indenture Trustee").

Federal Life Group, Inc. – Executive Agreement (October 11th, 2018)

Agreement made this 3rd day of March 2010 between FEDERAL LIFE INSURANCE COMPANY (MUTUAL), an Illinois mutual life insurance company (hereinafter referred to as the "Company"), and JOSEPH D. AUSTIN (hereinafter sometimes referred to as the "Chairman").

Federal Life Group, Inc. – Escrow Agreement (October 11th, 2018)

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this "Agreement") is made and entered into as of September 12, 2018, by and among Griffin Financial Group, LLC, a Pennsylvania limited liability company (the "Placement Agent"), Federal Life Group, Inc., a Pennsylvania corporation (the "Company", and together with the Placement Agent, sometimes referred to individually as "Party" or collectively as the "Parties"), Federal Life Insurance Company ("Federal Life"), and Computershare Trust Company, N.A. (the "Escrow Agent").

Federal Life Group, Inc. – Standby Stock Purchase Agreement (October 11th, 2018)

This STANDBY STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 8, 2018, is entered into by and among Federal Life Group, Inc., a Pennsylvania corporation (the "Company"), Federal Life Insurance Company, an Illinois insurance company ("Federal Life"), Federal Life Mutual Holding Company, an Illinois corporation ("FLMHC"), and Insurance Capital Group, LLC (the "Standby Purchaser").

Walgreens Boots Alliance, Inc. – 2013 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (October 11th, 2018)

These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreens Boots Alliance, Inc., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of securities or financial instruments of Walgreens Boots Alliance, Inc. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.

Federal Life Group, Inc. – Exchangeable PROMISSORY NOTE (October 11th, 2018)

This exchangeable promissory note (the "Note") is issued in connection with that certain Standby Stock Purchase Agreement (as may be amended, the "Purchase Agreement") dated as of the date hereof, among the Company, Federal Life Group, Inc. ("ListCo"), Federal Life Insurance Company ("Federal Life") and Holder. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Federal Life Group, Inc. – AMENDMENT NUMBER ONE to REINSURANCE AGREEMENT NUMBER 308-16ay12 Between FEDERAL LIFE INSURANCE COMPANY 3750 West Deerfield Road Riverwoods, Illinois 60015 (Hereinafter Referred to as "THE COMPANY") and OPTIMUM RE INSURANCE COMPANY 1345 River Bend Drive, Suite 100, Dallas, TX 75247 (Hereinafter Referred to as "OPTIMUM RE") (October 11th, 2018)

By this Agreement, FEDERAL LIFE INSURANCE COMPANY (MUTUAL), a corporation organized under the laws of the State of Illinois, hereinafter referred to as "THE COMPANY", and OPTIMUM RE INSURANCE COMPANY, a corporation organized under the laws of the State of Texas, hereinafter referred to as "OPTIMUM RE", mutually agree to reinsure on the following terms and conditions.

Employment Agreement (October 11th, 2018)
Smart Trust 399 – Consent of Independent Registered Public Accounting Firm (October 11th, 2018)

We have issued our report dated October 11, 2018, with respect to the financial statement of Smart Trust 399 contained in Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-226553) and related Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Independent Registered Public Accounting Firm".

AMENDMENT NO. 3 Dated as of October 9, 2018 to CREDIT AGREEMENT Dated as of August 30, 2017 (October 11th, 2018)

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.

Federal Life Group, Inc. – Executive Agreement (October 11th, 2018)

Agreement made this 3rd day of March 2010 between FEDERAL LIFE INSURANCE COMPANY (MUTUAL), an Illinois mutual life insurance company (hereinafter referred to as the "Company"), and MICHAEL AUSTIN (hereinafter sometimes referred to as the "Executive Vice President").

Federal Life Group, Inc. – Executive Agreement (October 11th, 2018)

Agreement made this 30th day of November 2017 between FEDERAL LIFE INSURANCE COMPANY, an Illinois stock life insurance company (hereinafter referred to as the "Company"), and WILLIAM S. AUSTIN (hereinafter sometimes referred to as the "President").

Westmoreland Coal Company – United States Bankruptcy Court Southern District of Texas Houston Division (October 10th, 2018)

Upon the motion (the "Motion") of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an interim order (this "Interim Order"), (a) approving the Procedures related to transfers of Beneficial Ownership of Common Stock, and (b) directing that any purchase, sale, other transfer of, or declaration of worthlessness with respect to Common Stock in violation of the Procedures shall be null and void ab initio, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. SSSS 157 and 1334; and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. SSSS 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors' estates, their cred

AGREEMENT AND PLAN OF MERGER by and Among IMPERIAL PURCHASER, LLC IMPERIAL MERGER SUB, INC. And IMPERVA, INC. Dated October 10, 2018 (October 10th, 2018)
Vzot 2018-A – ORIGINATOR RECEIVABLES TRANSFER AGREEMENT Between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and VERIZON ABS LLC, as Depositor Dated as of October 10, 2018 (October 10th, 2018)

ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of October 10, 2018 (this "Agreement"), between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO (each, an "Originator"), and VERIZON ABS LLC, a Delaware limited liability company, as depositor (the "Depositor").

Vzot 2018-A – ACCOUNT CONTROL AGREEMENT Among VERIZON OWNER TRUST 2018-A, as Grantor U.S. BANK NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of October 10, 2018 (October 10th, 2018)

ACCOUNT CONTROL AGREEMENT, dated as of October 10, 2018 (this "Agreement"), among VERIZON OWNER TRUST 2018-A, a Delaware statutory trust, as grantor (the "Grantor"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the "Secured Party"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a "securities intermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (in these capacities, the "Financial Institution").

Vzot 2018-A – TRANSFER AND SERVICING AGREEMENT Among VERIZON OWNER TRUST 2018-A, as Issuer, VERIZON ABS LLC, as Depositor and CELLCO PARTNERSHIP D/B/a VERIZON WIRELESS, as Servicer, Marketing Agent and Custodian Dated as of October 10, 2018 (October 10th, 2018)

TRANSFER AND SERVICING AGREEMENT, dated as of October 10, 2018 (this "Agreement"), among VERIZON OWNER TRUST 2018-A, a Delaware statutory trust, as issuer (the "Issuer"), VERIZON ABS LLC, a Delaware limited liability company, as depositor (the "Depositor"), and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership ("Cellco"), as servicer (in such capacity, the "Servicer"), as marketing agent (in such capacity, the "Marketing Agent") and as custodian (in such capacity, the "Custodian").

Max-1 Acquisition Corp – Description of Our Business (October 10th, 2018)

We are a clinical-stage biotechnology company developing gene regulatory and immuno-oncology therapeutics based on our proprietary Spherical Nucleic Acid, or SNA, technology. SNAs are nanoscale constructs consisting of densely packed synthetic nucleic acid sequences that are radially arranged in three dimensions. We believe the design of our SNAs gives rise to distinct chemical and biological properties that may provide advantages over other nucleic acid therapeutics and enable therapeutic activity outside of the liver. Since our SNAs have shown in a Phase 1 clinical trial and in preclinical studies that they can cross certain biological barriers when administered locally, we believe that they have the therapeutic potential to target diseases not typically addressed with other nucleic acid therapeutics. We have demonstrated the ability to cross certain biological barriers in a Phase 1 clinical trial of two therapeutic candidates, AST-008 and AST-005, and in preclinical studies of one o

Vzot 2018-A – MASTER TRUST RECEIVABLES TRANSFER AGREEMENT Among VERIZON DPPA MASTER TRUST, as Transferor CELLCO PARTNERSHIP D/B/a VERIZON WIRELESS, as Servicer and VERIZON ABS LLC, as Depositor Dated as of October 10, 2018 (October 10th, 2018)

MASTER TRUST RECEIVABLES TRANSFER AGREEMENT, dated as of October 10, 2018 (this "Agreement"), among VERIZON DPPA MASTER TRUST, a Delaware statutory trust (the "Master Trust"), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership ("Cellco") and VERIZON ABS LLC, a Delaware limited liability company, as depositor (the "Depositor").

Vzot 2018-A – 2002 Master Agreement (October 10th, 2018)

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this "Master Agreement".