Placement Agreement Sample Contracts

Arbor Realty Trust – Placement Agreement Dated as of December 6, 2017 (February 23rd, 2018)

The Notes shall be issued pursuant to an Indenture, to be dated as of December 20, 2017 (the Indenture), among the Co-Issuers, Arbor Realty SR, Inc. (including any successor by merger, the Seller or the Arbor Parent), as advancing agent, U.S. Bank National Association, as trustee (in such capacity, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and U.S. Bank National Association, as custodian, and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Share Paying Agency Agreement, to be dated as of December 20, 2017 (the Preferred Share Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred share paying agent (the Preferred Share Paying Agent), and MaplesFS Limited, a

Arbor Realty Trust – Placement Agreement Dated as of August 7, 2017 (November 3rd, 2017)

The Notes shall be issued pursuant to an Indenture, to be dated as of August 24, 2017 (the Indenture), among the Co-Issuers, Arbor Realty SR, Inc. (including any successor by merger, the Seller or the Arbor Parent), as Advancing Agent, and U.S. Bank National Association, as Trustee (in such capacity, the Trustee), and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Share Paying Agency Agreement, to be dated as of August 24, 2017 (the Preferred Share Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred share paying agent (the Preferred Share Paying Agent), and MaplesFS Limited, as share registrar. Capitalized terms used but not defined herein shall have the meanings specified in the Offering Memorandum (as hereinafter defined) or, to the extent not defi

Arbor Realty Trust – Placement Agreement Dated as of March 28, 2017 (May 5th, 2017)

The Notes shall be issued pursuant to an Indenture, to be dated as of April 11, 2017 (the Indenture), among the Co-Issuers, Arbor Realty SR, Inc. (including any successor by merger, the Seller or Arbor Parent), as Advancing Agent, and U.S. Bank National Association, as Trustee (in such capacity, the Trustee), and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Shares Paying Agency Agreement, to be dated as of April 11, 2017 (the Preferred Shares Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred shares paying agent (the Preferred Shares Paying Agent), and MaplesFS Limited, as share registrar. Capitalized terms used but not defined herein shall have the meanings specified in the Offering Memorandum (as hereinafter defined) or, to the extent not define

Denali Holding Inc. – Deferred Cash Replacement Agreement (March 31st, 2017)
Arbor Realty Trust – Placement Agreement Dated as of August 5, 2016 (November 9th, 2016)

The Notes shall be issued pursuant to an Indenture, to be dated as of August 18, 2016 (the Indenture), among the Co-Issuers, Arbor Realty SR, Inc. (including any successor by merger, the Seller or Parent), as Advancing Agent, and U.S. Bank National Association, as Trustee (in such capacity, the Trustee), and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Shares Paying Agency Agreement, dated as of August 18, 2016 (the Preferred Shares Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred shares paying agent (the Preferred Shares Paying Agent), and MaplesFS Limited, as share registrar. Capitalized terms used but not defined herein shall have the meanings specified in the Offering Memorandum (as hereinafter defined) or, to the extent not defined therein,

Golub Capital Investment Corp – Golub Capital Investment Corporation Clo 2016(m) Llc Notesnpa Note Purchase and Placement Agreement (September 15th, 2016)
Placement Agreement (July 21st, 2016)

This PLACEMENT AGREEMENT (the "Agreement") dated as of July 8, 2016, by and between BRIDGELINE DIGITAL, INC., a Delaware corporation (the "Company"), and TAGLICH BROTHERS, INC. ("Placement Agent").

Placement Agreement (June 15th, 2016)

This PLACEMENT AGREEMENT (the "Agreement") dated as of March 31, 2016, by and between BRIDGELINE DIGITAL, INC., a Delaware corporation (the "Company"), and TAGLICH BROTHERS, INC. ("Placement Agent").

Confidential Placement Agreement (April 18th, 2016)

This Placement Agreement (the "Agreement") is executed as of the date shown on the signature page ("Effective Date"), by and between FLG Partners, LLC, a California limited liability company ("FLG"), and the entity identified on the signature page ("Client").

Elite Data Services, Inc. – Strategic Vendor Placement Agreement (November 23rd, 2015)

This Strategic Vendor Placement Agreement (the "Agreement") is dated as of the 15th day of May, 2015 ("Effective Date") and is made by and between ELITE DATA SERVICES, INC. (the "Company"), a Florida corporation with its principal place of business located at 4447 N. Central Expressway Ste 110-135 Dallas, TX 75205 and LANDS END (the "SPV"), a resort property located in Roatan, Honduras. Hereinafter the Company and Vendor shall be referred to collectively as the "Parties."

Arbor Realty Trust – Placement Agreement Dated as of August 7, 2015 (November 6th, 2015)

The Notes shall be issued pursuant to an Indenture, to be dated as of August 18, 2015 (the Indenture), among the Co-Issuers, and U.S. Bank National Association, as Trustee (in such capacity, the Trustee), and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Shares Paying Agency Agreement, dated as of August 18, 2015 (the Preferred Shares Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred shares paying agent (the Preferred Shares Paying Agent), and MaplesFS Limited, as share registrar. Capitalized terms used but not defined herein shall have the meanings specified in the Offering Memorandum (as hereinafter defined).

Proposal: Placement Agreement the Alternative Investment Store, Division of Benjamin & Jerold Brokerage I, LLC. For CannaPharmaRX, Inc (August 12th, 2015)

Prepared for: Gerald Crocker CEO & Gary Herick Director of Finance | CannaPharmaRX, Inc. One Collins Drive, Salem Business Center, Carneys Point, NJ 08069-3640 | Phone: 720.939.1133 | Email: [email protected]

Contract Placement Agreement (July 1st, 2015)

This Contract Placement Agreement (this Agreement), dated April 29, 2010 (the Effective Date), is between WLR-Greenbrier Rail Inc. (Parent) and Greenbrier Leasing Company LLC (GLC).

LabStyle Innovations Corp. – Form of Warrant Exercise and Replacement Agreement (May 20th, 2015)

Reference is made to that certain Warrant Agreement between LabStyle Innovations Corp., a Delaware corporation (the "Company"), and __________ (the "Purchaser"), dated as of __________ (the "Warrant Agreement"), attached hereto as Exhibit A, pursuant to which the Company granted the Purchaser a warrant to acquire up to an aggregate of __________ shares of Common Stock, par value $0.0001 per share, of the Company at a per share exercise price of $0.24 (subject to certain adjustments as provided in the Warrant Agreement) (the "Warrant"). The Warrant is one of a series of similar warrants issued by the Company pursuant to that certain Securities Purchase Agreement dated __________ by and among the Company and the purchasers identified therein (the "Securities Purchase Agreement"), attached hereto as Exhibit B. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Securities Purchase Agreement and the Warrant.

Arbor Realty Trust – Placement Agreement Dated as of February 20, 2015 (May 1st, 2015)

The Notes shall be issued pursuant to an Indenture, to be dated as of February 27, 2015 (the Indenture), among the Co-Issuers, and U.S. Bank National Association, as Trustee (in such capacity, the Trustee), and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Shares Paying Agency Agreement, dated as of February 27, 2015 (the Preferred Shares Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred shares paying agent (the Preferred Shares Paying Agent), and MaplesFS Limited, as share registrar.

Amendment No. 1 to the Commercial Paper Placement Agreement (February 20th, 2015)

This Amendment No. 1 is dated as of January 6, 2015 and amends, as set forth below, the Commercial Paper Placement Agreement, dated as of August 18, 2011, (as so amended, the "Dealer Agreement"), between DENTSPLY International Inc., (the "Company"), and J.P. Morgan Securities LLC (the "Dealer"). All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Dealer Agreement.

Avenue Financial Holdings, Inc. – FIRST AMERICAN FINANCIAL HOLDINGS, INC. COMMON STOCK PLACEMENT AGREEMENT February 15, 2007 (January 9th, 2015)
XRpro Sciences, Inc. – Placement Agreement (January 7th, 2015)

This PLACEMENT AGREEMENT (the "Agreement") dated as of December 31, 2014, by and between XRPRO SCIENCES, INC., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and TAGLICH BROTHERS, INC. ("Placement Agent").

Arbor Realty Trust – Lead Placement Agreement (May 1st, 2014)

This Lead Placement Agreement (this Agreement) is made as of the 17th day of April, 2014, by and between Arbor Realty Collateralized Loan Obligation 2014-1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), Arbor Realty Collateralized Loan Obligation 2014-1 LLC, a Delaware limited liability company (the Co-Issuer and, together with the Issuer, the Co-Issuers) and Sandler ONeill & Partners, L.P. (Sandler ONeill).

Arbor Realty Trust – European Co-Placement Agreement (May 1st, 2014)

This Placement Agreement (this European Co-Placement Agreement) is made as of the 17 day of April, 2014, by and between Arbor Realty Collateralized Loan Obligation 2014-1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), Arbor Realty Collateralized Loan Obligation 2014-1, LLC, a Delaware limited liability company (the Co-Issuer and, together with the Issuer, the Co-Issuers) and Chalkhill Partners LLP (the European Co-Placement Agent).

National General Holdings Corp. – Purchase/Placement Agreement (February 12th, 2014)

National General Holdings Corp., a Delaware corporation (the Company), proposes to issue and sell to you, FBR Capital Markets & Co. (FBR), as initial purchaser, a number of shares of the Companys common stock, par value $0.01 per share (the Common Stock) equal to 11,800,000 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the 144A/Regulation S Shares).

Placement Agreement (November 12th, 2013)

This PLACEMENT AGREEMENT (the "Agreement") dated as of October 30, 2013, by and between BRIDGELINE DIGITAL, INC., a Delaware corporation (the "Company"), and TAGLICH BROTHERS, INC. ("Placement Agent").

Neurotrope, Inc. – Placement Agreement (August 29th, 2013)

Neurotrope Bioscience, Inc., a Delaware corporation ("Neurotrope" or the "Company") proposes to offer, offer for sale and sell $6,865,000 (the "Offering Amount") of shares of Neurotrope Series A Convertible Preferred Stock, par value $.001 per share (the "Series A Preferred Stock", and collectively with the shares of Company common stock, par value $.001 per share (the "Common Stock") underlying the Series A Preferred Stock, the "Securities") to accredited investors in accordance with one or more exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Company and the Placement Agent (as defined below) may, upon their mutual agreement, accept additional subscriptions of up to an additional $2,750,000 (the "Over-allotment"). Further, this Over-allotment may be increased upon the mutual agreement of the Company and the Placement Agent. The Series A Preferred Stock will be offered at a price per share to be mutually determined by

Nanostring Technologies, Inc. Amended and Restated Investors Rights Agreement (May 20th, 2013)

This Amended and Restated Investors Rights Agreement (the Agreement) dated as of November 29, 2012 and effective as of the Effective Time (as defined below) is made by and among Krassen Dimitrov, Dwayne Dunaway and Amber Ratcliffe (each individually a Founder and collectively the Founders), H. Perry Fell and John Sowatsky (each individually a Major Common Holder and collectively with the Founders the Common Holders), NanoString Technologies, Inc., a Delaware corporation (the Company), the holders of Series A Preferred Stock (Series A Preferred Stock) of the Company listed on Exhibit A to this Agreement (the Series A Holders), the holders of Series B Preferred Stock (the Series B Preferred Stock) of the Company listed on Exhibit A to this Agreement (the Series B Holders), the holders of Series C Preferred Stock (the Series C Preferred Stock) of the Company listed on Exhibit A to this Agreement and (the Series C Holders), the holders of Series D Preferred Stock (the Series D Preferred St

XRpro Sciences, Inc. – Placement Agreement (April 29th, 2013)

This PLACEMENT AGREEMENT (the "Agreement") dated as of the 19th day of April, 2013, by and between CALDERA PHARMACEUTICALS, INC., a Delaware company (the "Company") and TAGLICH BROTHERS, INC. ("Placement Agent").

America First Tax Exempt Investors, L.P. – Investment Placement Agreement (March 8th, 2013)

THIS INVESTMENT PLACEMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of October, 2012, by and between America First Tax Exempt Investors, L.P., a Delaware limited partnership (the "Fund"), and America First Capital Associates Limited Partnership Two, a Nebraska limited partnership serving as the sole general partner of the Fund (the "General Partner").

Arbor Realty Trust – Placement Agreement (February 15th, 2013)

This Placement Agreement (this Agreement) is made as of the 17th day of January, 2013, by and between Arbor Realty Collateralized Loan Obligation 2013-1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), Arbor Realty Collateralized Loan Obligation 2013-1 LLC, a Delaware limited liability company (the Co-Issuer and, together with the Issuer, the Co-Issuers) and Sandler ONeill & Partners, L.P. (Sandler ONeill).

Wheeler Real Estate Investment – WHEELER REAL ESTATE INVESTMENT TRUST, INC. Public Offering of Shares of Common Stock Maximum: 4,000,000 Shares Minimum: 3,000,000 Shares PLACEMENT AGREEMENT (December 7th, 2012)
America First Tax Exempt Investors, L.P. – Investment Placement Agreement (November 9th, 2012)

THIS INVESTMENT PLACEMENT AGREEMENT (this "Agreement") is made and entered into as of the 29th day of June, 2012, by and between America First Tax Exempt Investors, L.P., a Delaware limited partnership (the "Fund"), and America First Capital Associates Limited Partnership Two, a Nebraska limited partnership serving as the sole general partner of the Fund (the "General Partner").

Arbor Realty Trust – Placement Agreement (November 2nd, 2012)

This Placement Agreement (this Agreement) is made as of the 12th day of September, 2012, by and between Arbor Realty Collateralized Loan Obligation 2012-1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), Arbor Realty Collateralized Loan Obligation 2012-1 LLC, a Delaware limited liability company (the Co-Issuer and, together with the Issuer, the Co-Issuers) and Sandler ONeill & Partners, L.P. (Sandler ONeill).

Contract (October 17th, 2012)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

Contract (September 28th, 2012)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

6,250,000 Shares NORTHEAST BANCORP Common Stock, Par Value $1.00 Per Share UNDERWRITING AND PLACEMENT AGREEMENT (May 16th, 2012)

Subject to the terms and conditions stated herein, Northeast Bancorp, a Maine corporation (the Company), proposes to issue and sell to Sandler ONeill & Partners, L.P. (referred to herein as the Underwriter except as otherwise provided) an aggregate of 5,306,537 shares (the Firm Shares), and, at the election of the Underwriter, the Company will issue and sell up to 795,980 additional shares (the Optional Shares), in each case, of the Companys voting common stock, $1.00 par value (the Voting Common Stock) and the Companys non-voting common stock, $1.00 par value (the Non-Voting Common Stock, together with the Voting Common Stock, the Common Stock). (The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the Underwritten Shares.) The Underwriter may elect that all or any portion of the Underwritten Shares issued and sold pursuant to this Agreement shall be Non-Voting Common Stock, subject to the provision

FBL Financial Group, Inc. – Restricted Stock Unit Replacement Agreement (February 8th, 2012)
KANSAS CITY SOUTHERN De MEXICO, S.A. De C.V. $300,000,000 8% Senior Notes Due 2018 PLACEMENT AGREEMENT (February 8th, 2012)

Banc of America Securities LLC J.P. Morgan Securities Inc. Scotia Capital (USA) Inc. BBVA Securities Inc. BMO Capital Markets Corp.