McDonald Hopkins Sample Contracts

BY AND AMONG
Asset Purchase Agreement • March 22nd, 2005 • PAV Republic, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
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EXHIBIT 2.2 ADCON ASSET PURCHASE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Assignment Agreement • March 14th, 2003 • Wright Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
4,500,000 Shares NATERA, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2021 • Natera, Inc. • Services-medical laboratories • New York

Natera, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives,” “you,” “your”), an aggregate of 4,500,000 shares of its common stock, par value $0.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 675,000 shares of its common stock, par value $0.0001 per share (the “Additional Shares”) if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section ‎2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereina

BY AND AMONG
Purchase Agreement • September 16th, 2005 • Nco Group Inc • Services-consumer credit reporting, collection agencies • Pennsylvania
Foundation Medicine, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • September 12th, 2013 • Foundation Medicine, Inc. • Services-medical laboratories • New York

Foundation Medicine, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Contract
Underwriting Agreement • July 30th, 2010 • Glimcher Realty Trust • Real estate investment trusts • New York
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING
Mortgage, Security Agreement • September 20th, 2013 • Lifeway Foods Inc • Dairy products • Illinois

This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING dated as of the 4th day of September, 2013 (the “Mortgage”), is executed by LIFEWAY WISCONSIN, INC., an Illinois corporation (the “Mortgagor”), to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, its successors and assigns (the “Lender”).

INCREMENTAL FACILITY AGREEMENT AND AMENDMENT
Credit Agreement • October 20th, 2014 • Trimas Corp • Metal forgings & stampings • New York

CREDIT AGREEMENT dated as of October 16, 2013 (this “Agreement”), among TRIMAS COMPANY LLC, TRIMAS CORPORATION, the SUBSIDIARY TERM BORROWERS party hereto, the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and J.P. MORGAN EUROPE LIMITED, as Foreign Currency Agent.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2005 • Eclipsys Corp • Services-computer integrated systems design • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between ECLIPSYS CORPORATION, a Delaware corporation (the “Company”), and PAUL L. RUFLIN, an individual (the “Executive”), effective March 15, 2005.

Glimcher Realty Trust (Liquidation Preference of $25.00) Underwriting Agreement
Underwriting Agreement • March 27th, 2013 • Glimcher Realty Trust • Real estate investment trusts • New York

Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), which is a limited partner of Glimcher Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,600,000 shares (the “Firm Shares”) and, at the election of the Representatives, up to 400,000 additional shares to cover over-allotments (the “Optional Shares”) of 6.875% Series I Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “Preferred Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to pursuant to Section 2 hereof being collectively called the “Shares”). References throughout this Agreement to “subsidiaries” shall include the Partnership. References throughout this Agreement to “you” or “your” shall refer to Wells Fargo Securities,

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • September 16th, 2022 • Third Restatement of Barbara P. Ruhlman Trust Agreement, Dated November 20, 2008 • Water, sewer, pipeline, comm & power line construction • Ohio

THIS SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into on September 14, 2022, by and between Katherine E. Wensink, trustee under the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (“Purchaser”) and Katherine E. Wensink, trustee under the 2016 Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated September 21, 2016 (“Seller”).

Support Agreement
Support Agreement • September 12th, 2018 • Alithya Group Inc • Services-computer programming, data processing, etc. • Delaware

This Support Agreement (this “Agreement”), dated as of March 15, 2018, is entered into between the undersigned shareholder (“Shareholder”) of Alithya Group Inc., a corporation incorporated under the laws of Québec (the “Company”); Edgewater Technology, Inc., a corporation incorporated under the laws of Delaware (the “U.S. Merger Partner”); and the Company.

Glimcher Realty Trust Common Shares of Beneficial Interest, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • March 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • New York

Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), which is a limited partner of Glimcher Properties Limited Partnership, a Delaware limited partnership (the “Partnership”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 3,000,000 additional shares (the “Optional Shares”) of Common Shares of Beneficial Interest, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). References throughout this Agreement to “subsidiaries” shall include the Partnership. References throughout this Agreement to “you” or “your” shall refer to Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the several Underwri

FIFTH AMENDMENT TO ABL CREDIT AGREEMENT
Credit Agreement • June 8th, 2022 • Cumulus Media Inc • Radio broadcasting stations • New York

CREDIT AGREEMENT (this “Agreement”), dated as of March 6, 2020, among CUMULUS MEDIA INTERMEDIATE INC., a Delaware corporation (“Intermediate Holdings”), CUMULUS MEDIA NEW HOLDINGS INC., a Delaware corporation (“New Holdings” or the “Borrower Agent”), each of the Restricted Subsidiaries (as hereinafter defined) of New Holdings that, as of the Effective Date (as hereinafter defined), is signatory hereto as a “Borrower” (each, an “Effective Date Subsidiary Borrower”), each of the Restricted Subsidiaries of New Holdings that, in accordance with Section 7.10(a), becomes a borrower hereunder after the Effective Date (together with New Holdings and the Effective Date Subsidiary Borrowers, each a “Borrower” and, collectively, the “Borrowers”), the Lenders (as hereinafter defined) from time to time party hereto, FIFTH THIRD BANK, NATIONAL ASSOCIATION (“Fifth Third”), as administrative agent for the Lenders and collateral agent for the Secured Parties (as hereinafter defined) and solely for purp

2,149,008 Shares COUPA SOFTWARE INCORPORATED COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Coupa Software Inc • November 6th, 2020 • Services-prepackaged software • New York

Certain shareholders named in Schedule I hereto (collectively, the “Selling Shareholders”) of Coupa Software Incorporated, a Delaware corporation (the “Company”), severally and not jointly, propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 2,149,008 shares of the common stock, par value $0.0001 per share, of the Company (the “Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • October 20th, 2023 • Texas
Security Agreement Re: Investment Account
Security Agreement • August 20th, 2007 • U-Store-It Trust • Real estate investment trusts • Illinois

This Security Agreement Re: Investment Account (the “ Agreement”) is dated as of May 27, 2005, between Robert J. Amsdell (the “Debtor”), with his mailing address as set forth in Section 9(b) hereof, and Harris Trust and Savings Bank, an Illinois banking corporation (the “Secured Party”), with its mailing address as set forth in Section 9(b) hereof.

EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc. • Texas

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 3, 2023 by and between Bumble Trading LLC, a Delaware limited company (the “Company”), and Lidiane Jones (“Executive”).

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 15th, 2008 • Qsgi Inc. • Services-business services, nec • Illinois
Glimcher Realty Trust (Liquidation Preference of $25.00) Underwriting Agreement
Underwriting Agreement • August 7th, 2012 • Glimcher Realty Trust • Real estate investment trusts • New York

Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), which is a limited partner of Glimcher Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,600,000 shares (the “Firm Shares”) and, at the election of the Representatives, up to 400,000 additional shares to cover over-allotments (the “Optional Shares”) of 7.5% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “Preferred Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to pursuant to Section 2 hereof being collectively called the “Shares”). References throughout this Agreement to “subsidiaries” shall include the Partnership. References throughout this Agreement to “you” or “your” shall refer to Wells Fargo Securities, LL

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COOPERATION AGREEMENT
Cooperation Agreement • April 20th, 2020 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee

This Cooperation Agreement (this “Agreement”) is made by and between J. Alexander’s Holdings, Inc. (the “Company”), on the one hand, and Ancora Advisors, LLC (“Ancora”), Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst Institutional LP, Ancora Catalyst LP, Ancora/Thelen Small-Mid Cap Mutual Fund and Frederick DiSanto (collectively, the “Ancora Parties” and individually a “Member” of the Ancora Parties), on the other hand, on behalf of themselves and their respective Affiliates (as defined below) (the Company and the Ancora Parties together, collectively, the “Parties”).

ALIGHT SOLUTIONS LLC AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2021 • Alight, Inc. / Delaware • Services-business services, nec • Delaware

This Amended and Restated Employment Agreement (this “Agreement”) is made as of August 18, 2021, between Alight Solutions LLC (the “Company”) and Stephan Scholl (the “Executive”). This Agreement shall take effect as of the date it is fully executed by both parties (the “Effective Date”). If the Effective Date does not occur for any or no reason, this Agreement shall be null and void ab initio, and the Prior Agreement (as defined below) shall remain in full force and effect in accordance with its terms.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 6th, 2011 • Qsgi Inc. • Services-business services, nec • Florida

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the ____ day of September ___ 2011 ("Effective Date"), by and among THE GASKET GUY, INC., a Florida corporation, with its principal place of business at 4446 Carver Street, Lake Worth, Florida 33461, and GREEN ENERGY MASTERS, LLC, a Florida limited liability company (collectively, the “Seller”), MOSHE SCHNEIDER, an individual (“Schneider”), AVNER HAREL, an individual (“Harel”, and together with Schneider, the “Shareholders”), and QSGI GREEN, INC., a Delaware corporation, with a principal place of business at 400 Royal Palm Way, Suite 302, Palm Beach, Florida 33480 (the “Buyer”).

STOCK PURCHASE AGREEMENT Between WAVEDANCER, INC. and GRAY MATTERS DATA CORP. dated as of March 17, 2023
Stock Purchase Agreement • March 21st, 2023 • Wavedancer, Inc. • Services-prepackaged software • Delaware

This Stock Purchase Agreement (this “Agreement”), dated as of March 17, 2023, is entered into by and among WAVEDANCER, INC., a Delaware corporation (“Seller”) and GRAY MATTERS DATA CORP., a Delaware corporation (“Buyer”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article I.

EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • California

This Employment Agreement (this "Agreement"), is made and entered into on March 5, 2023, by and among Lulu's Fashion Lounge, LLC, a Delaware limited liability company (the "Company"), Lulu's Fashion Lounge Holdings, Inc., a Delaware corporation and indirect parent of the Company ("Parent") and Crystal Landsem ("Executive"). For purposes of this Agreement, the term "Company" shall include Parent and each of its subsidiaries, including the Company, unless the context clearly indicates otherwise.

SETTLEMENT AGREEMENT
Settlement Agreement • March 11th, 2022

This Settlement Agreement, dated as of March 11, 2022, is made and entered into by and among the following Settling Parties (as defined below): (i) Plaintiffs Niki Paras, Regina Rosario, Jennifer Sillah, Christian Stephens, Evelyn Wallace, and Tanya Wildrick (collectively “Plaintiffs”), individually and on behalf of the Settlement Class (as defined below), by and through their counsel of record Morgan & Morgan Complex Litigation Group and Mason Lietz & Klinger LLP, on the one hand; and (ii) Dental Care Alliance, LLC (“DCA”), by and through its counsel of record, McDonald Hopkins, LLC, on the other hand. The Settlement Agreement is subject to Court approval and is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined below), upon and subject to the terms and conditions hereof.

EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Ohio

AGREEMENT made April 24, 2007, among TravelCenters of America LLC, a Delaware limited liability company (the "Company"), TravelCenters of America Holding Company LLC (successor to TravelCenters of America, Inc., "Holding"), TA Operating LLC (successor to TA Operating Corporation, "Operating" and together with Holding, "Employers") and Steven C. Lee ("Lee").

EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Ohio

AGREEMENT made February 27, 2007, among TravelCenters of America LLC, a Delaware limited liability company (the "Company"), TravelCenters of America Holding Company LLC (successor to TravelCenters of America, Inc., "Holding"), TA Operating LLC (successor to TA Operating Corporation, "Operating" and together with Holding, "Employers") and Timothy L. Doane ("Doane").

EMPLOYMENT AGREEMENT
Employment Agreement • December 18th, 2015 • Lifeway Foods Inc • Dairy products • Illinois
EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Ohio

AGREEMENT made February 27, 2007, among TravelCenters of America LLC, a Delaware limited liability company (the "Company"), TravelCenters of America Holding Company LLC (successor to TravelCenters of America, Inc., "Holding"), TA Operating LLC (successor to TA Operating Corporation, "Operating" and together with Holding, "Employers") and James W. George ("George").

AGREEMENT AND PLAN OF MERGER BY AND AMONG ALKAMI TECHNOLOGY, INC. AKSM MERGERSUB, INC. SEGMINT INC., AND SUMMIT COMMITTEE LLC MARCH 25, 2022
Agreement and Plan of Merger • March 28th, 2022 • Alkami Technology, Inc. • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 25, 2022, by and among Alkami Technology, Inc., a Delaware corporation (“Purchaser”), AKSM MergerSub, Inc., a Delaware corporation (“MergerSub”), Segmint Inc., a Delaware corporation (the “Company”), and Summit Committee LLC, an Ohio limited liability company, as representative of the Company Securityholders (solely in such capacity, “Company Representative”).

ARRANGEMENT AGREEMENT AMONG ALITHYA GROUP INC. AND 9374-8572 QUÉBEC INC. AND 9374-8572 DELAWARE INC. AND EDGEWATER TECHNOLOGY, INC. March 15, 2018
Support Agreement • March 16th, 2018 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware

This Support Agreement (this “Agreement”), dated as of March 15, 2018, is entered into between the undersigned shareholder (“Shareholder”) of Alithya Group Inc., a corporation incorporated under the laws of Québec (the “Company”); Edgewater Technology, Inc., a corporation incorporated under the laws of Delaware (the “U.S. Merger Partner”); and the Company.

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