Private Placement Agreement Sample Contracts

Ophthalix Inc – Private Placement Agreement (July 27th, 2017)

Between: Wize Pharma Ltd. Company I.D 520033259 2 Hamenofim Street, Herzliya (hereinafter: the "Company") And: Simcha Sadan I.D. XXXXX Yordei Yam St., Herzelia (hereinafter: the "Investor")

Ophthalix Inc – Private Placement Agreement (July 27th, 2017)

Whereas The Company is duly incorporated and validly exists under the Israeli laws and has the legal capacity to enter into and be bound by this Agreement, subject to the approval of the required organs of the Company; Whereas The Company is a Public Company whose shares are listed in the Tel-Aviv Stock Exchange Ltd. (the "TASE"); Whereas The Investor has the necessary resources in order to fulfill the terms of this Agreement; Whereas The securities offered in this Agreement are to be issued by way of a private placement to the Investor only (the "Offering").

Ophthalix Inc – ADDENDUM to Private Placement Agreement (July 27th, 2017)

This addendum (the "addendum") is entered into as of 15 June 2017, by and among Wize Pharma Ltd. C.N. 520033259 5B hanagar st., Hod Hasahron ("Wize") to Jonathan Brian Rubini US PASSPORT XXXX 2655 Marston Drive Anchorage, Alaska 99517 ("Investor") and, pursuant to that Private Placement Agreement ('the agreement"), dated as of May 25 2017, by and among Wize and the Investor named therein.

Ophthalix Inc – Private Placement Agreement (July 27th, 2017)

Between: Wize Pharma Ltd. Company I.D 520033259 2 Hamenofim Street, Herzliya (hereinafter: the "Company") And: Yaacov Zrachia I.D. XXXXX Zemach Zedek 10 St., Lod (hereinafter: the "Investor")

Ophthalix Inc – Private Placement Agreement Entered Into and Signed This 25th Day of May 2017 (July 27th, 2017)

Between: Wize Pharma Ltd. Company I.D 520033259 2 Hamenofirn Street, Herzliya (hereinafter: the "Company") And: Jonathan Brian Rubini 2655 Marston Drive Anchorage, Alaska 99517 (hereinafter: the "Investor")

Plymouth Industrial REIT Inc. – Private Placement Agreement (June 23rd, 2017)

This Private Placement Agreement (this "Agreement"), is made and entered into as of June 8, 2017, by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the "Company"), DOF IV REIT Holdings, LLC, a Delaware limited liability company ("DOF Holdings"), and DOF IV Plymouth PM, LLC, a Delaware limited liability company ("DOF Plymouth" and, together with DOF Holdings, the "Investors").

Plymouth Industrial REIT Inc. – Private Placement Agreement (June 1st, 2017)

This Private Placement Agreement (this "Agreement"), is made and entered into as of June __, 2017, by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the "Company"), DOF IV REIT Holdings, LLC, a Delaware limited liability company ("DOF Holdings"), and DOF IV Plymouth PM, LLC, a Delaware limited liability company ("DOF Plymouth" and, together with DOF Holdings, the "Investors").

Second Amendment to Private Placement Agreement (March 22nd, 2017)

THIS SECOND AMENDMENT TO THE PRIVATE PLACEMENT AGREEMENT (this "Amendment"), is made and entered into as February 8, 2017, by and among Peabody Energy Corporation, a Delaware corporation (the "Company") on behalf of itself and each of its direct and indirect debtor subsidiaries (each a "Debtor" and, collectively, the "Debtors" and, together with their non-Debtor affiliates, the "Company Group") on the one hand, and each Noteholder Co-Proponent (as defined in the Private Placement Agreement (as defined below)) that is a Party hereto, on the other hand. The Company and each Noteholder Co-Proponent is referred to herein, individually, as a "Party" and, collectively, as the "Parties".

Therapix Biosciences Ltd. – Private Placement Agreement (March 3rd, 2017)

THIS PRIVATE PLACEMENT AGREEMENT (the "Agreement") is made and entered into as of the 13th day of February, 2017 (the "Execution Date"), by and among Therapix Biosciences Ltd., a company organized under the laws of the State of Israel having its principal offices at Azrieli Center (Square Tower) 27th Fl., Tel Aviv Israel (the "Company") and traded on Tel Aviv Stock Exchange Ltd. (the "TASE") and on the OTCQB; and each of the investors specified and detailed in Annex A which has placed his signature beside his name and has executed this Agreement (each, an "Investor"; together, the "Investors"). The term Investors in this Agreement shall refer to each of the Investors, severally and not jointly, and without any joint responsibility among them, each according to his investment amount set forth next to his name in Annex A. The Company and each of the Investors is referred to collectively as the "Parties" and each separately as a "Party".

Therapix Biosciences Ltd. – Amendment to Private Placement Agreement (March 3rd, 2017)

THIS AMENDMENT TO PRIVATE PLACEMENT AGREEMENT (the "Amendment") is made as of February 28, 2017 by and among Therapix Biosciences Ltd. (the "Company") and Dr. Haim Amir (the "Investor"). The Company and the Investor is referred to collectively as the "Parties" and each separately as a "Party".

Amendment to Private Placement Agreement (December 30th, 2016)

THIS AMENDMENT TO THE PRIVATE PLACEMENT AGREEMENT (this Amendment), is made and entered into as December 28, 2016, by and among Peabody Energy Corporation, a Delaware corporation (the Company) on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Noteholder Co-Proponent (as defined in the Private Placement Agreement (as defined below)) that is a Party hereto, on the other hand. The Company and each Noteholder Co-Proponent is referred to herein, individually, as a Party and, collectively, as the Parties.

PRIVATE PLACEMENT AGREEMENT AMONG PEABODY ENERGY CORPORATION AND THE PRIVATE PLACEMENT PARTIES PARTY HERETO Dated as of December 22, 2016 (December 23rd, 2016)

THIS PRIVATE PLACEMENT AGREEMENT (this Agreement), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the Company), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Private Placement Party (as defined below), on the other hand. The Company and each Private Placement Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

Private Placement Agreement Globalink, Ltd. (Trading Symbol: Otcqb:gobk) (May 13th, 2016)

The Issuer: Globalink, Ltd., a United States public company registered in the State of Nevada, United States of America and is quoted in the Nasdaq's Over-The-Counter QB exchange, under the trading symbol: GOBK:OTCQB.

Hydrocarb Energy Corp – SPECIAL pRIVATE pLACEMENT Agreement (March 15th, 2016)

This Special Private Placement Agreement (this "Agreement"), dated as of March 9, 2016, by and among Hydrocarb Energy Corp.(HECC), a company formed and existing under the laws of Nevada (the "Company") and Infinity Fund LLC. a company formed under the laws of Wyoming (the "Purchaser"). The Company and the Purchaser are singly referred to as a "party" and collectively as the "parties".

L&S Light & Strong Ltd. – Private Placement Agreement That Was Written and Signed In________ on the ______ of the Month of _________ 2014 (September 3rd, 2015)

And: Amit Erez Identity certificate no. 025059445 Whose address for sending notices according to this agreement is: 6 Anatot St. Tel Aviv (hereinafter: the "Investor") Of the second part;

L&S Light & Strong Ltd. – Private Placement Agreement That Was Written and Signed in Ramat Gan on the 23rd of the Month of February 2015 (September 3rd, 2015)
MNP PETROLEUM CORP. And STICHTING VB VAGOBEL (December 1st, 2014)

11.3 Indemnification in Favour of the Purchaser. 11 11.4 Indemnification in Favour of the Corporation. 12 ARTICLE 12 ARBITRATION 12 12.1 Settling Disputes. 12 12.2 Arbitration 12 ARTICLE 13 MISCELLANEOUS 13 13.1 Notice 13 13.2 Time of the Essence. 14 13.3 Announcements. 14 13.4 Third Party Beneficiaries. 14 13.5 No Agency or Partnership. 15 13.6 Expenses 15 13.7 Amendments. 15 13.8 Waiver 15 13.9 Entire Agreement. 15 13.10

Magicjack Vocaltec Ltd – Private Placement Agreement (November 12th, 2013)

This Private Placement Agreement, dated as of November 5, 2013 (the "Agreement"), between magicJack Vocaltec Ltd. (the "Company") and Trustee of the DMB 2012 Family Trust (the "Seller").

Magicjack Vocaltec Ltd – Private Placement Agreement (November 12th, 2013)

This Private Placement Agreement, dated as of November 5, 2013 (the "Agreement"), between magicJack Vocaltec Ltd. (the "Company") and Trustee of the DB April 2013 GRAT (the "Seller").

Private Placement Agreement (December 23rd, 2011)

This PRIVATE PLACEMENT AGREEMENT (this Agreement), dated as of December 23, 2011 by and between Total Gas & Power USA, SAS, a societe par actions simplifiee organized under the laws of the Republic of France (Investor), and SunPower Corporation, a Delaware corporation (the Company).

American Eagle Energy Inc. – Termination Agreement (May 19th, 2010)

PEBBLE PETROLEUM INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia ("Pebble")

Blackhawk Capital Group Bdc Inc – Amendment Dated December 15, 2009 to Private Placement Agreement Dated August 3, 2009 Between Registrant and Bentley Securities Corporation (March 31st, 2010)
Blackhawk Capital Group Bdc Inc – AMENDMENT DATED DECEMBER 14, 2009 TO PRIVATE PLACEMENT AGREEMENT DATED AUGUST 21, 2009 BETWEEN REGISTRANT AND GROWTHINK SECURITIES, INC. Growthink Securities, Inc. 6033 West Century Street, Suite 150 Los Angeles, CA 90045 (March 31st, 2010)

Reference is made to the placement agent agreement ("Agreement") dated August 21, 2009 between Growthink Securities, Inc. ("Placement Agent") and Blackhawk Capital Group BDC, Inc., a Delaware corporation and a business development company registered under the Investment Company Act of 1940, as amended (the "Company"). The purpose of this letter agreement is to amend the Agreement.

Blackhawk Capital Group Bdc Inc – AMENDMENT DATED DECEMBER 15, 2009 TO PRIVATE PLACEMENT AGREEMENT DATED JULY 20, 2009 BETWEEN REGISTRANT AND DIRECT ACCESS PARTNERS, LLC Direct Access Partners, LLC (March 31st, 2010)

Reference is made to the placement agent agreement ("Agreement") dated July 20, 2009 between Direct Access Partners LLC ("Placement Agent") and Blackhawk Capital Group BDC, Inc., a Delaware corporation and a business development company registered under the Investment Company Act of 1940, as amended (the "Company"). The purpose of this letter agreement is to amend the Agreement.

Highwater Ethanol Llc – Private Placement Agreement (April 1st, 2008)

We (sometimes herein referred to as the Placement Agent) hereby offer to purchase, upon the terms and conditions hereinafter specified, $15,180,000 aggregate principal amount of Solid Waste Facilities Revenue Bonds (Highwater Ethanol, LLC Project), Series 2008A (the Bonds), to be issued by the City of Lamberton, Minnesota (the Issuer). The private placement of the Bonds is described in the Private Placement Memorandum prepared for the Bonds, inclusive of the Appendices thereto (the Private Placement Memorandum). If and when accepted by all of you, this document shall constitute our Private Placement Agreement.

MaTech – Amendment to Private Placement Agreement (December 5th, 2007)

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Private Placement Agreement dated July 11, 2006 (the "Agreement") between Material Technologies, Inc., a Delaware corporation (the "Company") and Continental Advisors SA, a corporation incorporated under the laws of Luxembourg ("CA") and such provisions are effective retroactively to the date of the Agreement (the "Effective Date"). All capitalized terms in this Amendment to Employment Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 1. The first sentence of paragraph 6 of the Agreement is hereby deleted and replaced as follows:

MaTech – Amendment to Private Placement Agreement (November 19th, 2007)

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Private Placement Agreement dated July 11, 2006 (the "Agreement") between Material Technologies, Inc., a Delaware corporation (the "Company") and Continental Advisors SA, a corporation incorporated under the laws of Luxembourg ("CA") and such provisions are effective retroactively to the date of the Agreement (the "Effective Date"). All capitalized terms in this Amendment to Employment Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 1. The first sentence of paragraph 6 of the Agreement is hereby deleted and replaced as follows:

MaTech – Amendment to Private Placement Agreement (November 19th, 2007)

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Private Placement Agreement dated July 11, 2006 (the "Agreement") between Material Technologies, Inc., a Delaware corporation (the "Company") and Continental Advisors SA, a corporation incorporated under the laws of Luxembourg ("CA") and such provisions are effective retroactively to the date of the Agreement (the "Effective Date"). All capitalized terms in this Amendment to Employment Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 1. The first sentence of paragraph 6 of the Agreement is hereby deleted and replaced as follows:

Babcock & Brown Air Limited – Private Placement Agreement (September 12th, 2007)

PRIVATE PLACEMENT AGREEMENT dated as of September 10, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the Company), and Everest Babcock & Brown Opportunities Fund (the Fund).

Babcock & Brown Air Limited – Private Placement Agreement (September 12th, 2007)

PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the Company), and Credit Suisse Securities (USA) LLC (Credit Suisse).

Babcock & Brown Air Limited – Private Placement Agreement (September 12th, 2007)

PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the Company), and each of the persons named in the signature pages hereof (each, a Principal Investor).

Chuck E. Cheese's – CEC ENTERTAINMENT, INC. Private Placement Agreement (May 14th, 2007)

This agreement has been executed by the undersigned (any reference to I or me or my is a reference to the undersigned) in connection with the issuance to me by the Company in a private placement of shares (the Shares) of common stock, par value $0.10 per share (the Common Stock), of CEC Entertainment, Inc. (the Company). I hereby represent, warrant and agree as follows:

Chuck E. Cheese's – CEC ENTERTAINMENT, INC. Private Placement Agreement (May 14th, 2007)

This agreement has been executed by the undersigned (any reference to I or me or my is a reference to the undersigned) in connection with the issuance to me by the Company in a private placement of shares (the Shares) of common stock, par value $0.10 per share (the Common Stock), of CEC Entertainment, Inc. (the Company). I hereby represent, warrant and agree as follows:

Chuck E. Cheese's – CEC ENTERTAINMENT, INC. Private Placement Agreement (May 14th, 2007)

This agreement has been executed by the undersigned (any reference to I or me or my is a reference to the undersigned) in connection with the issuance to me by the Company in a private placement of shares (the Shares) of common stock, par value $0.10 per share (the Common Stock), of CEC Entertainment, Inc. (the Company). I hereby represent, warrant and agree as follows:

Chuck E. Cheese's – CEC ENTERTAINMENT, INC. Private Placement Agreement (May 14th, 2007)

This agreement has been executed by the undersigned (any reference to I or me or my is a reference to the undersigned) in connection with the issuance to me by the Company in a private placement of shares (the Shares) of common stock, par value $0.10 per share (the Common Stock), of CEC Entertainment, Inc. (the Company). I hereby represent, warrant and agree as follows: