LeClairRyan Sample Contracts

Medalist Diversified REIT, Inc. – Real Estate Purchase and Sale Agreement (October 5th, 2018)

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of this 26th day of February, 2018 (the "Effective Date"), by and between COF NORTH, LLC, a Virginia limited liability company ("COF"), and COF NORTH II, LLC, a Virginia limited liability company ("COF II", and together with COF collectively, the "Seller"); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the "Buyer").

ASSET PURCHASE AGREEMENT by and Among (August 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of June 14, 2018 and is by and among Old Dominion Electric Cooperative, a Virginia utility aggregation cooperative ("Seller"), and Essential Power Rock Springs, LLC, a Delaware limited liability company ("Buyer", and together with Seller, the "Parties" and each, a "Party").

Synalloy Corporation – Agreement to Designate and Lease (August 7th, 2018)

THIS AGREEMENT TO DESIGNATE AND LEASE (this "Agreement") is made and entered into as of June ___, 2018 ("Effective Date"), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company ("Lessor"), and SYNALLOY CORPORATION, a Delaware corporation, on its own behalf and on behalf of Bristol Metals, LLC ("Lessee"). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this reference. For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant and agree as follows:

Synalloy Corporation – Asset Purchase Agreement by and Between (August 7th, 2018)

ASSET PURCHASE AGREEMENT ("Agreement"), dated as of June 29, 2018, by and between Bristol Metals, LLC, a Tennessee limited liability company (the "Buyer"), and Marcegaglia USA, Inc., a Pennsylvania corporation (the "Seller"). Seller and Buyer may each be referred to herein individually as a "Party" and together as the "Parties".

Synalloy Corporation – Purchase and Sale Agreement (August 7th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of May 25, 2018 ("Effective Date"), by and between BRISTOL METALS, LLC, a Tennessee limited liability company or its affiliate or assignee ("Purchaser" or "Bristol"), MARCEGAGLIA USA, INC. (formerly DAMASCUS-BISHOP TUBE COMPANY), a Pennsylvania corporation ("Seller"). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this reference. For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant and agree as follows:

Synalloy Corporation – Master Lease Agreement (August 7th, 2018)

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (this "Lease") is made as of June ___, 2018 (the "Effective Date"), by and between STORE MASTER FUNDING XII, LLC, a Delaware limited liability company ("Lessor"), whose address is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and SYNALLOY CORPORATION, a Delaware corporation ("Lessee"), whose address is 4510 Cox Road, Suite 201, Richmond, VA 23060. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

Medalist Diversified REIT, Inc. – Real Estate Purchase and Sale Agreement (August 1st, 2018)

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of this 26th day of February, 2018 (the "Effective Date"), by and between COF NORTH, LLC, a Virginia limited liability company ("COF"), and COF NORTH II, LLC, a Virginia limited liability company ("COF II", and together with COF collectively, the "Seller"); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the "Buyer").

Acura Pharmaceuticals – License, Commercialization and Option Agreement (June 7th, 2018)

This License, Commercialization and Option Agreement ("Agreement") is made and entered into as of March 16, 2017 (the "Effective Date") by and between MainPointe Pharmaceuticals, LLC, with offices at 333 East Main Street, Suite 220, Louisville, Kentucky 40202 ("MainPointe"), and Acura Pharmaceuticals, Inc., with offices at 616 N. North Court, Palatine IL 60067 ("Acura"). MainPointe and Acura each are referred to herein as a "Party" and collectively as the "Parties."

Cormedix Inc – Amendment No. 1 to At-The-Market Issuance Sales Agreement (December 8th, 2017)

CorMedix Inc. (the "Company") and MLV & Co. LLC ("MLV") are parties to that certain At-the-Market Issuance Sales Agreement dated April 8, 2015 (the "Original Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, together with B. Riley FBR, intending to be legally bound, hereby amend the Original Agreement as follows:

Acura Pharmaceuticals – Contract (July 28th, 2017)

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 SECTION 5.3 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Acura Pharmaceuticals – Subscription Agreement (July 28th, 2017)

This SUBSCRIPTION AGREEMENT (this "Agreement") is dated as of July 24, 2017, between Acura Pharmaceuticals, Inc., a New York corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Oramed Pharmaceuticl – Amendment No. 1 to At-The-Market Issuance Sales Agreement (April 5th, 2017)
Asterias Biotherapeutics, Inc. – Amendment No. 1 to at Market Issuance Sales Agreement (March 28th, 2017)
Synalloy Corporation – Asset Purchase Agreement by and Between (March 14th, 2017)

ASSET PURCHASE AGREEMENT ("Agreement"), dated as of December 9, 2016, by and between Bristol Metals, LLC, a Tennessee limited liability company (the "Buyer"), and Marcegaglia USA, Inc., a Pennsylvania corporation (the "Seller"). Seller and Buyer may each be referred to herein individually as a "Party" and together as the "Parties".

Synalloy Corporation – Master Lease Agreement (March 14th, 2017)

THIS MASTER LEASE AGREEMENT (this "Lease") is made as of September 30, 2016 (the "Effective Date"), by and between STORE MASTER FUNDING XII, LLC, a Delaware limited liability company ("Lessor"), whose address is 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255, and SYNALLOY CORPORATION, a Delaware corporation ("Lessee"), whose address is 4510 Cox Road, Suite 201, Richmond, VA 23060. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 3, 2017, Among (March 8th, 2017)

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of March 3, 2017 among OLD DOMINION ELECTRIC COOPERATIVE, a Virginia utility aggregation cooperative ("ODEC"), the LENDERS party hereto (as hereinafter defined), the ISSUING LENDERS party hereto, and Wells Fargo Bank, national association, a national banking association, as Administrative Agent and Swingline Lender, amends and restates the Credit Agreement, dated as of November 21, 2011, among such parties, as amended by the First Amendment to Credit Agreement, dated as of March 12, 2014.

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement (Waste Services Industries, LLC) (February 15th, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is entered into as of February 15, 2017 (the "Effective Date"), by and between Meridian Waste Solutions, Inc., a New York corporation ("Buyer"), and Waste Services Industries, LLC, a Delaware limited liability company ("Seller"). Buyer and Seller are referred to collectively herein as the "Parties" and each a "Party."

Mvb Financial Corp – Securities Purchase Agreement (December 6th, 2016)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 5th day of December, 2016, by and between MVB Financial Corp. (the "Company"), a corporation organized under the laws of the State of West Virginia, with its principal offices at 301 Virginia Avenue, Fairmont, West Virginia 26554 and the purchaser whose name and address is set forth on the signature page hereof (the "Purchaser").

Bay Banks Of Virginia – AGREEMENT AND PLAN OF MERGER by and Between BAY BANKS OF VIRGINIA, INC. And VIRGINIA BANCORP INC. November 2, 2016 (November 8th, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Synalloy Corporation – Purchase and Sale Agreement (November 8th, 2016)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of September 1, 2016 ("Effective Date"), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company ("Purchaser"), and BRISTOL METALS, LLC, a Tennessee limited liability company, SPECIALTY PIPE & TUBE, INC., a Delaware corporation, PALMER OF TEXAS TANKS, INC., a Texas corporation, MANUFACTURERS SOAP & CHEMICAL COMPANY, a Tennessee corporation, MANUFACTURERS CHEMICALS, LLC, a Tennessee limited liability company, and SYNALLOY CORPORATION, a Delaware corporation (individually or collectively, as the context may require, "Seller"). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this reference. For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant and agree as follows:

Cardinal Financial Corporation – AGREEMENT AND PLAN OF REORGANIZATION Dated as of August 17, 2016 by and Among UNITED BANKSHARES, INC., UBV HOLDING COMPANY, LLC and CARDINAL FINANCIAL CORPORATION (August 18th, 2016)

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 17, 2016 (this Agreement), by and among CARDINAL FINANCIAL CORPORATION (Cardinal), UNITED BANKSHARES, INC. (United) and UBV HOLDING COMPANY, LLC (Merger Sub).

United Bankshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION Dated as of August 17, 2016 by and Among UNITED BANKSHARES, INC., UBV HOLDING COMPANY, LLC and CARDINAL FINANCIAL CORPORATION (August 18th, 2016)

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 17, 2016 (this Agreement), by and among CARDINAL FINANCIAL CORPORATION (Cardinal), UNITED BANKSHARES, INC. (United) and UBV HOLDING COMPANY, LLC (Merger Sub).

Restatement Agreement to Credit Agreement (August 9th, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT entered into as of August 4, 2015, as amended and restated as of August 3, 2016, among IMPAX LABORATORIES, INC., a Delaware corporation (the "Borrower" or "Impax"), Royal Bank of Canada, as administrative agent (in such capacity, including any successor thereto, the "Administrative Agent") and as collateral agent (in such capacity, including any successor thereto, the "Collateral Agent") under the Loan Documents, the other agents listed on the cover page, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").

Return To: Prepared By: Dennis A. Barbour, 4415 Electric Road, (May 3rd, 2016)

This instrument should be indexed as a "subsequent instrument," pursuant to N.C.G.S. SS 161-14.1, and is intended to modify, amend and/or supplement the following previously registered instruments: Deed of Trust recorded in Deed Book 4570, page 969, as corrected and amended by Corrected Deed of Trust recorded in Deed Book 4573, page 1676.

Modification of Credit Line Deed of Trust (May 3rd, 2016)

THIS IS A CREDIT LINE DEED OF TRUST. The name of the Beneficiary is Bank of North Carolina and the address at which communications may be mailed or delivered to the Beneficiary is PO Box 1148, Thomasville, North Carolina, 27361-1148. The maximum aggregate amount of principal to be secured at any one time is $17,000,000.00. The name and address of the Beneficiary are changed from the information listed in the Deed of Trust.

Paramount Gold Nevada Corp. – Voting and Support Agreement (March 17th, 2016)

VOTING AND SUPPORT AGREEMENT, dated as of March 14, 2016 (this "Agreement"), among Paramount Gold Nevada Corp., a Nevada corporation ("Paramount"), and each of the stockholders of Calico Resources Corp., a British Columbia corporation (the "Company"), listed on Schedule A hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement (as defined below).

Paramount Gold Nevada Corp. – Voting and Support Agreement (March 17th, 2016)

VOTING AND SUPPORT AGREEMENT, dated as of March 14, 2016 (this "Agreement"), among Paramount Gold Nevada Corp., a Nevada corporation ("Paramount"), and each of the stockholders of Calico Resources Corp., a British Columbia corporation (the "Company"), listed on Schedule A hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement (as defined below).

Paramount Gold Nevada Corp. – Voting and Support Agreement (March 17th, 2016)

VOTING AND SUPPORT AGREEMENT, dated as of March 14, 2016 (this "Agreement"), among Paramount Gold Nevada Corp., a Nevada corporation ("Paramount"), and each of the stockholders of Calico Resources Corp., a British Columbia corporation (the "Company"), listed on Schedule A hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement (as defined below).

Paramount Gold Nevada Corp. – Arrangement Agreement (March 17th, 2016)

PARAMOUNT GOLD NEVADA CORP., a corporation duly organized under the laws of the State of Nevada and having an office at 665 Anderson Street, Winnemucca, Nevada 89445

Paramount Gold Nevada Corp. – Voting and Support Agreement (March 17th, 2016)

VOTING AND SUPPORT AGREEMENT, dated as of March 14, 2016 (this "Agreement"), among Paramount Gold Nevada Corp., a Nevada corporation ("Paramount"), and each of the stockholders of Calico Resources Corp., a British Columbia corporation (the "Company"), listed on Schedule A hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement (as defined below).

Paramount Gold Nevada Corp. – Voting and Support Agreement (March 17th, 2016)

VOTING AND SUPPORT AGREEMENT, dated as of March 14, 2016 (this "Agreement"), among Paramount Gold Nevada Corp., a Nevada corporation ("Paramount"), and each of the stockholders of Calico Resources Corp., a British Columbia corporation (the "Company"), listed on Schedule A hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement (as defined below).

Paramount Gold Nevada Corp. – Voting and Support Agreement (March 17th, 2016)

VOTING AND SUPPORT AGREEMENT, dated as of March 14, 2016 (this "Agreement"), among Paramount Gold Nevada Corp., a Nevada corporation ("Paramount"), and each of the stockholders of Calico Resources Corp., a British Columbia corporation (the "Company"), listed on Schedule A hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement (as defined below).

Amyris – AMYRIS, INC. Common Stock (Par Value $0.0001 Per Share) at Market Issuance Sales Agreement (March 9th, 2016)
Acura Pharmaceuticals – ACURA PHARMACEUTICALS, INC. INDENTURE Dated as of ________________ __, 20__ [Name of Trustee] Trustee (March 9th, 2016)

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Acura Pharmaceuticals – License and Development Agreement (February 16th, 2016)

This License and Development Agreement ("Agreement") is made and entered into as of this June 5, 2015 (the "Effective Date") by and between Bayer HealthCare LLC, with offices at 100 Bayer Blvd., Whippany, NJ 07981 ("Bayer"), and Acura Pharmaceuticals, Inc., with offices at 616 N. North Court, Palatine IL 60067 ("Acura"). Bayer and Acura each are referred to herein as a "Party" and collectively as the "Parties."