Pillsbury Winthrop Shaw Pittman Sample Contracts

Advanced Emissions Solutions, Inc. – EXECUTION VERSION June 30, 2016 Advanced Emissions Solutions, Inc. 9135 S. Ridgeline Blvd, Ste 200 Highlands Ranch, CO 80129 Attn: L. Heath Sampson Telephone: (303) 962-1944 Re: Termination of Credit Facility Ladies and Gentlemen: Reference is made to that certain credit facility (the “Credit Facility”) evidenced by that certain Credit Agreement, dated as of October 22, 2015 (as amended, modified, extended, restated, replaced, or supplemented prior to the date hereof, the “Existing Credit Agreement”), among Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), the lenders (July 6th, 2016)
Opexa Therapeutics, Inc. – Pillsbury Winthrop Shaw Pittman LLP 12255 El Camino Real, Suite 300 | San Diego, CA 92130-4088 | tel 619.234.5000 | fax 858.509.4010 January 28, 2015 Opexa Therapeutics, Inc. 2635 Technology Forest Blvd. The Woodlands, Texas 77381 Ladies and Gentlemen: (January 28th, 2015)

We are acting as counsel for Opexa Therapeutics, Inc., a Texas corporation (the “Company”), in connection with the Registration Statement on Form S-1 (as amended, the “Registration Statement”) relating to the registration under the Securities Act of 1933 of (i) 28,776,419 non-transferable subscription rights (the “Rights”) to be distributed by the Company without consideration in connection with a rights offering (the “Rights Offering”) to holders of record of common stock, $0.01 par value, of the Company (the “Common Stock”), and to holders of Series L warrants of the Company who have a right to participate in the Rights Offering, (ii) up to 28,776,419 units (the “Units”) issuable upon exercise of the Rights, each Unit entitling the holder thereof to purchase one share of Common Stock and a warrant (each a “Warrant,” and collectively, the “Warrants”) representing the right to purchase one share of Common Stock; (iii) up to 28,776,419 shares of Common Stock, all of which are authorized

Unionbancal Corp – Pillsbury Winthrop Shaw Pittman LLP (June 22nd, 2012)
Federal Realty Investment Trust – Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, NW | Washington, DC 20037-1122 | tel 202.663.8000 | fax 202.663.8007 May 8, 2012 Federal Realty Investment Trust 1626 East Jefferson Street Rockville, Maryland 20852 Ladies and Gentlemen: You have requested certain opinions regarding the application of U.S. federal income tax laws to Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), in connection with the filing of a prospectus supplement dated May 8, 2012 (the “Prospectus Supplement”) to a prospectus (the “Base Prospectus”) filed as part of a registrati (May 8th, 2012)

In rendering the following opinions, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including the following: (1) the Company’s Registration Statement, (2) the Declaration of Trust of the Company, as amended, restated or supplemented, if applicable (the “Declaration of Trust”) and the Amended and Restated Bylaws of the Company, (3) certain written representations of the Company contained in a letter to us dated as of the date hereof, a copy of which is attached as Schedule 1 hereto, (4) copies of the representative leases entered into by the Company as of the date hereof, and (5) such other documents or information as we have deemed necessary to render the opinions set forth in this letter. In our review, we have assumed, with your consent, that all of the representations and statements set forth in such documents as to factual matters (but not legal conclusions) are true

Tri Valley Corp – RECORDING REQUESTED BY AND (May 7th, 2012)
Yayi International Inc – Ladies and Gentlemen: We are acting as special United States counsel for Yayi International Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 5,575,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), to be offered and sold by certain stockholders of the Company, which consist of 4,460,000 shares of Common Stock (the “Conversion Shares”) initially issuable upon conversion of $8,920,000 aggregate (January 31st, 2011)

This opinion is limited to matters governed by the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution, and reported judicial decisions interpreting the foregoing).

CAMAC Energy Inc. – December 23, 2010 (December 23rd, 2010)

We are acting as counsel for CAMAC Energy Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of (i) up to 9,319,102 shares of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company (the “Shares”), (ii) warrants (the “Warrants”) to purchase up to 4,939,124 shares of Common Stock, all of which are authorized but heretofore unissued shares to be offered and sold by the Company (the “Warrant Shares”), and (iii) the Warrant Shares, pursuant to the Registration Statement on Form S-3 (No. 333-163869) (such Registration Statement, as amended from time to time, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”) and related prospectus, dated February 3, 2010, as supplemented by the prospectus supplement dated December 21, 2010 relat

Pacific Asia Petroleum Inc – February 10, 2010 (February 10th, 2010)
China Security & Surveillance Technology, Inc. – Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, NW | Washington, DC 20037-1122 | tel 202.663.8371 | fax 202.663.8007 (October 5th, 2009)

China Security & Surveillance Technology, Inc. 13/F, Shenzhen Special Zone Press Tower, Shennan Road Futian District, Shenzhen, China 518034

China Biologic Products, Inc. – Re: Amendment No. 1 to Form S-1 Registration Statement (September 18th, 2009)

We are acting as counsel for China Biologic Products, Inc., a Delaware corporation (the "Company"), in connection with the Amendment No. 1 to Form S-1 Registration Statement (Registration No. 333-160774) (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of up to 2,003,372 shares of Common Stock, par value $0.0001 per share, of the Company, all of which are to be offered and sold by certain stockholders of the Company (the "Selling Stockholders"), 1,335,581 of which will be issued upon conversion of the Company’s 3.8% secured convertible notes (the "Notes"), and 667,791 of which (the "Warrant Shares") may be issued upon exercise of the Company’s three-year warrants (the "Warrants").

China Security & Surveillance Technology, Inc. – Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, NW | Washington, DC 20037-1122 | tel 202.663.8371 | fax 202.663.8007 (August 27th, 2009)

China Security & Surveillance Technology, Inc.13/F, Shenzhen Special Zone Press Tower, Shennan Road Futian District, Shenzhen, China 518034 Ladies and Gentlemen:

Lumax Acquisition Corp. – Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, New York 10036 (October 12th, 2007)

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion, including the Action by Unanimous Written Consent In Lieu of a Meeting of the Board of Directors of the Company, effective as of October 9, 2007 (the “IPO Resolutions”). In rendering this opinion, we have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies thereof.

Lumax Acquisition Corp. – Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, New York 10036 (September 4th, 2007)

We are acting as counsel for Lumax Acquisition Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) covering an underwritten public offering of (i) up to 4,140,000 Units (the “Units”), including 306,667 Units issuable upon the exercise of an option (the “Purchase Option”) with each of the Units consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and two warrants, with each warrant exercisable for one share of Common Stock (the “Warrants”), (ii) the Purchase Option, (iii ) all shares of Common Stock and all Warrants issued or issuable as part of the Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants.

Easylink Services Corp – (ICC LOGO) (EASYLINK SERVICES LOGO) INTERNET COMMERCE CORPORATION PRESS RELEASE INTERNET COMMERCE CORPORATION ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE EASYLINK SERVICES CORPORATION NORCROSS, GA AND PISCATAWAY, NJ -- MAY 3, 2007 - Internet Commerce Corporation ("ICC") (NasdaqCM:ICCA) and EasyLink Services Corporation ("EasyLink") (NasdaqCM:EASY) today announced a definitive agreement for ICC to acquire EasyLink. Under the terms of the agreement, ICC will pay $5.80 per share in cash for all of the outstanding shares of EasyLink, for an aggregate transaction value of approximately $67 million. T (May 4th, 2007)
Quanta Capital Holdings Ltd – SEPARATION AGREEMENT AND GENERAL RELEASE (August 9th, 2006)
Quanta Capital Holdings Ltd – SEPARATION AGREEMENT AND GENERAL RELEASE (January 9th, 2006)
Cambridge Display Technology, Inc. – SECURITIES PURCHASE AGREEMENT (December 27th, 2005)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 20, 2005, by and among Cambridge Display Technology, Inc., a Delaware corporation with a registered office at 160 Greentree Drive, Suite 101Dover, Delaware 19904 (the "Company"), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an "Investor" and, collectively, the "Investors").       RECITALS      A.         The Company and each Investor is executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act.       B.         Each Investor, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that aggregate number of