Schiff Hardin Sample Contracts

YayYo, Inc. – Underwriting Agreement (August 16th, 2018)
Broadstone Net Lease Inc – 5.09% Series B Guaranteed Senior Notes Due July 2, 2028 5.19% Series C Guaranteed Senior Notes Due July 2, 2030 (July 6th, 2018)
Skyline Medical Inc. – Agreement and Plan of Merger (July 5th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of June 28, 2018, by and among Precision Therapeutics, Inc., f/k/a Skyline Medical Inc., a Delaware corporation ("Parent"), Helomics Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Helomics Holding Corporation, a Delaware corporation (the "Company"), and Gerald J. Vardzel, Jr., in his capacity as Stockholder Representative ("Stockholder Representative"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Sigma Labs, Inc. – Placement Agency Agreement (June 26th, 2018)

This letter (this "Agreement") constitutes the agreement between Sigma Labs, Inc., a Nevada corporation (the "Company"), and Dawson James Securities, Inc. ("Dawson" or the "Placement Agent") pursuant to which Dawson shall serve as the exclusive placement agent (the "Services") for the Company, on a reasonable "best efforts" basis, in connection with the proposed offer and placement (the "Offering") by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson's obligations hereunder are on a reasonable "best efforts" basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

Moleculin Biotech, Inc. – Securities Purchase Agreement (June 21st, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of June 20, 2018, between Moleculin Biotech, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Moleculin Biotech, Inc. – Placement Agency Agreement (June 21st, 2018)
First Mid-Illinois Bancshares, Inc. – 823,799 Shares FIRST MID-ILLINOIS BANCSHARES, INC. Common Stock UNDERWRITING AGREEMENT (June 15th, 2018)

First Mid-Illinois Bancshares, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters") pursuant to the terms set forth herein (this "Agreement") an aggregate of 823,799 shares (the "Firm Shares") of the Company's common stock, par value $4.00 per share (the "Common Stock"). The Company also granted to the Underwriters an option to purchase up to an additional 123,569 shares of Common Stock (the "Option Shares"). The Firm Shares and the Option Shares are hereinafter referred to collectively as the "Shares." FIG Partners, LLC ("FIG") has agreed to act as representative of the several Underwriters (in such capacity, the "Representative") in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term "Representative" as used herein shall mean you, as Underwriter, and the term "Underwriters" shall mean either the singular or

First Mid-Illinois Bancshares, Inc. – Agreement and Plan of Merger by and Among First Mid-Illinois Bancshares, Inc., Project Almond Merger Sub Llc And (June 13th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is entered into as of the 12th day of June, 2018, by and among First Mid-Illinois Bancshares, Inc., a Delaware corporation ("Parent"), Project Almond Merger Sub LLC, an Illinois limited liability company ("Merger Sub"), and SCB Bancorp, Inc., an Illinois corporation (the "Company"). Parent, Merger Sub and the Company are each referred to in this Agreement as a "Party" and collectively in this Agreement as the "Parties."

NISOURCE INC. PURCHASE AGREEMENT 3.650% Senior Notes Due 2023 Purchase Agreement (June 12th, 2018)
NISOURCE INC. PURCHASE AGREEMENT 400,000 Shares 5.650% Series a Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $1,000 Per Share Purchase Agreement (June 12th, 2018)
First Mid-Illinois Bancshares, Inc. – Agreement and Plan of Merger by and Among First Mid-Illinois Bancshares, Inc., Project Almond Merger Sub Llc And (June 12th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is entered into as of the 12th day of June, 2018, by and among First Mid-Illinois Bancshares, Inc., a Delaware corporation ("Parent"), Project Almond Merger Sub LLC, an Illinois limited liability company ("Merger Sub"), and SCB Bancorp, Inc., an Illinois corporation (the "Company"). Parent, Merger Sub and the Company are each referred to in this Agreement as a "Party" and collectively in this Agreement as the "Parties."

New Jersey Resources Corporation $100,000,000 3.96% Senior Notes, Series 2018A, Due June 8, 2028 Note Purchase Agreement Dated as of June 8, 2018 (June 8th, 2018)
Ryerson Holding Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG JOSEPH T. RYERSON & SON, INC., HUNTER MERGERCO, INC., CENTRAL STEEL AND WIRE COMPANY, AND FORTIS ADVISORS LLC, Solely in Its Capacity as Stockholder Representative Hereunder DATED AS OF JUNE 4, 2018 (June 5th, 2018)

This AGREEMENT AND PLAN OF MERGER (as amended modified, or supplemented from time to time in accordance with the terms hereof, this Agreement), dated as of June 4, 2018 is by and among Joseph T. Ryerson & Son, Inc., a Delaware corporation (Buyer), Hunter MergerCo, Inc., a Delaware corporation (Merger Sub), Central Steel and Wire Company, a Delaware corporation (the Company), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative hereunder (the Stockholder Representative). Buyer, Merger Sub, the Company and the Stockholder Representative shall be referred to herein from time to time collectively as the Parties and individually as a Party.

PAVmed Inc. – Pavmed, Inc. Dealer-Manager Agreement (May 21st, 2018)
GTJ REIT, Inc. – Guaranty Agreement (May 11th, 2018)

This GUARANTY AGREEMENT (this "Guaranty") is made as of March 21, 2018, by GTJ REIT, INC., a Maryland corporation ("Guarantor"), in favor of THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (together with its successors and assigns, "Lender"), having an address at c/o AIG Investments, 777 S. Figueroa Street, 16th Floor, Los Angeles, California 90017-5800.

New Jersey Natural Gas Company 1415 Wyckoff Road Wall, New Jersey 07719 $125,000,000 4.01% Senior Notes, Series 2018A, Due May 11, 2048 (May 11th, 2018)
GTJ REIT, Inc. – Loan Agreement (May 11th, 2018)
Placement Agency Agreement (May 9th, 2018)

This letter (this "Agreement") constitutes the agreement between Pareteum Corp., a Delaware corporation (the "Company") and Dawson James Securities, Inc. ("Dawson" or the "Placement Agent") pursuant to which Dawson shall serve as the exclusive placement agent (the "Services") for the Company, on a reasonable "best efforts" basis, in connection with the proposed offer and placement (the "Offering") by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson's obligations hereunder are on a reasonable "best efforts" basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

Common Stock Subscription Agreement (May 2nd, 2018)

This COMMON STOCK SUBSCRIPTION AGREEMENT, dated as of May 2, 2018 (this Agreement), is by and among NISOURCE INC., a Delaware corporation (the Company), and each of the purchasers listed on Schedule A hereof (each a Purchaser and collectively, the Purchasers).

Registration Rights Agreement by and Among Nisource Inc. And the Purchasers (May 2nd, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of May 2, 2018, by and among NiSource Inc., a Delaware corporation (the Company), and each of the Persons set forth on Schedule A to the Common Stock Subscription Agreement (as defined below) (each, a Purchaser and collectively, the Purchasers).

Tapioca Corp – Underwriting Agreement (May 1st, 2018)
Third Amendment (May 1st, 2018)

This Third Amendment dated as of April 18, 2018 (this "Third Amendment") is entered into by and among Granite Construction Incorporated, a Delaware corporation (the "Company"), and each of the institutional investors listed on the signature pages hereto (collectively, the "Noteholders").

Tapioca Corp – Form of Underwriter's Warrant (May 1st, 2018)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

China Ceramics Co. – Form of Securities Purchase Agreement (April 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April [_], 2018, is by and among China Ceramics Co., Ltd., a British Virgin Islands company (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

TERM LOAN AGREEMENT Dated as of April 18, 2018 Among NISOURCE INC., as Borrower, THE LENDERS PARTY HERETO, and MUFG BANK, LTD., as Administrative Agent, MUFG BANK, LTD., as Sole Lead Arranger and Sole Bookrunner (April 19th, 2018)

TERM LOAN AGREEMENT, dated as of April 18, 2018 (as amended, restated, supplemented or otherwise modified pursuant to the terms hereof, this Agreement), among NISOURCE INC., a Delaware corporation (the Borrower), MUFG BANK, LTD., as administrative agent for the lenders hereunder (in such capacity, the Administrative Agent), and the lenders from time to time party hereto.

Agreement and Plan of Merger (April 10th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), is made and entered into as of this 10th day of April, 2018, by and among ANLG Holding Company, Inc., a Delaware corporation (the Parent), AC Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Parent (the Merger Sub), and Analogic Corporation, a Massachusetts corporation (the Company).

Sigma Labs, Inc. – Securities Purchase Agreement (April 6th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of April 6, 2018, between Sigma Labs, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

GTJ REIT, Inc. – Guaranty Agreement (March 29th, 2018)

This GUARANTY AGREEMENT (this "Guaranty") is made as of December 20, 2017, by GTJ REIT, INC., a Maryland corporation ("Guarantor"), in favor of THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (together with its successors and assigns, "Lender"), having an address at c/o AIG Investments, 777 S. Figueroa Street, 16th Floor, Los Angeles, California 90017-5800.

GTJ REIT, Inc. – Loan Agreement (March 29th, 2018)
Coca-Cola Bottling Co. Consolidated – COCA-COLA BOTTLING CO. CONSOLIDATED Private Shelf Facility Note Purchase and Private Shelf Agreement (March 14th, 2018)
Oculus Innovative Sciences – Contract (March 6th, 2018)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING MARCH 1, 2018 (THE "EFFECTIVE DATE") TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION ("OFFERING"), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

Oculus Innovative Sciences – Placement Agency Agreement (March 6th, 2018)

This letter (this "Agreement") constitutes the agreement between Sonoma Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Dawson James Securities, Inc. ("Dawson") pursuant to which Dawson shall serve as the lead placement agent, and with The Benchmark Company, LLC as co-placement agent for which Dawson is acting as representative (Dawson and The Benchmark Company, LLC being collectively called the "Placement Agent") (the "Services"), for the Company, on a reasonable "best efforts" basis, in connection with the proposed offer and placement (the "Offering") by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson's obligations hereunder are on a reasonable "best efforts" basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Daws

Amendment No. 8 to Credit Agreement (February 28th, 2018)

This CREDIT AGREEMENT (Agreement) is entered into as of April 12, 2011, among AAR CORP., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer, WELLS FARGO BANK, N.A., as a Co-Syndication Agent and a L/C Issuer, RBS CITIZENS, N.A., as a Co-Syndication Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.

Genuine Parts Company – Note Purchase Agreement (February 27th, 2018)
Moleculin Biotech, Inc. – PLACEMENT AGENCY AGREEMENT February 16, 2018 (February 16th, 2018)