Schiff Hardin Sample Contracts

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NanoVibronix, Inc. – Nanovibronix, Inc. Underwriting Agreement (October 18th, 2017)

The undersigned, NanoVibronix, Inc., a corporation formed under the laws of the State of Delaware (the "Company"), hereby confirms its agreement (this "Agreement") with Dawson James Securities, Inc. (the "Representative") and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters, if any, being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Placement Agency Agreement (October 5th, 2017)

This letter (this "Agreement") constitutes the agreement between Pareteum Corporation, 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.

Connecticut Water Service, Inc. – 3.53% Senior Notes Due September 25, 2037 NOTE PURCHASE AGREEMENT (September 29th, 2017)

The Company will authorize the issue and sale of $35,000,000 aggregate principal amount of its 3.53% Senior Notes due September 25, 2037 (the "Notes"). The Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

Education Realty Operating Partnership L P – Education Realty Operating Partnership, LP Education Realty Trust, Inc. 4.22% Series a Guaranteed Senior Notes Due August 31, 2029 4.30% Series B Guaranteed Senior Notes Due August 31, 2032 Note and Guarantee Agreement Dated as of August 31, 2017 (August 31st, 2017)

Education Realty Operating Partnership, LP, a Delaware limited partnership (the "Issuer"), and Education Realty Trust, Inc., a Maryland corporation (the "Parent Guarantor," and together with the Issuer, the "Constituent Companies" and individually, a "Constituent Company"), agree with each of the Purchasers as follows:

First Mid-Illinois Bancshares, Inc. – FIRST MID-ILLINOIS BANCSHARES, INC. Common Stock, $4.00 Par Value Per Share Sales Agency Agreement (August 17th, 2017)

First Mid-Illinois Bancshares, Inc., a Delaware corporation (the "Company"), the holding company for First Mid-Illinois Bank & Trust, N.A., a national bank (the "Bank"), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O'Neill & Partners, L.P. ("Sandler") and FIG Partners, LLC ("FIG"), as sales agent and/or principal (each, an "Agent" and collectively, the "Agents") shares of the common stock, $4.00 par value per share ("Common Stock"), of the Company, having an aggregate gross sales price of up to $20.0 million (the "Shares") on the terms set forth in this agreement (the "Agreement"). The Company agrees that whenever it determines to sell the Common Stock directly to the Agents, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will

SANUWAVE Health, Inc. – Warrant for the Purchase of 2,000,000 Shares of Common Stock Par Value $0.001 CLASS K WARRANT AGREEMENT (This "Agreement") (August 4th, 2017)

This is to certify that, for value received, HealthTronics, Inc. and its successors and assigns (each, a "Holder") is entitled to purchase from SANUWAVE HEALTH, INC. (the "Company"), on the terms and conditions hereinafter set forth, all or any part of 2,000,000 shares (which number may be adjusted as provided herein) ("Warrant Shares") of the Company's common stock, par value $0.001 (the "Common Stock"), at an initial purchase price of $0.11 per share (which amount may be adjusted as provided herein) ("Warrant Price"). Upon exercise of this warrant in whole or in part, a certificate for the Warrant Shares so purchased shall be issued and delivered to the Holder. If, at any time prior to the Expiration Date (as defined below), less than the total warrant is exercised, a new warrant of similar tenor shall be issued for the unexercised portion of the warrant represented by this Agreement.

Rexford Industrial Realty, L.P. Rexford Industrial Realty, Inc. Second Amendment Dated as of June 16, 2017 to Note Purchase and Guarantee Agreement Dated as of July 16, 2015 Re: 4.29% Guaranteed Senior Notes Due August 6, 2025 (August 4th, 2017)

This Second Amendment dated as of June 16, 2017 (this "Second Amendment") to that certain Note Purchase and Guarantee Agreement dated as of July 16, 2015 is by and among Rexford Industrial Realty, L.P., a Maryland limited partnership (the "Issuer"), Rexford Industrial Realty, Inc., a Maryland corporation and the sole general partner and a limited partner of the Issuer (the "Parent Guarantor," and together with the Issuer, the "Constituent Companies" and individually, a "Constituent Company"), each Subsidiary Guarantor signatory hereto (the "Subsidiary Guarantors"), and each of the institutional investors listed on the signature pages hereto (collectively, the "Noteholders").

SANUWAVE Health, Inc. – Third Amendment to Promissory Note (August 4th, 2017)

This THIRD AMENDMENT TO PROMISSORY NOTES (the "Amendment") is entered into as of August 3, 2017 by and between SANUWAVE, INC., a Delaware corporation (the "Borrower"), SANUWAVE HEALTH, INC., a Nevada corporation (the "Parent"), and HEALTHTRONICS, INC., a Georgia corporation ("HealthTronics").

Casey's General Stores – CASEY'S GENERAL STORES, INC. $150,000,000 3.51% Senior Notes, Series E Due June 13, 2025 $250,000,000 3.77% Senior Notes, Series F Due August 22, 2028 __________ NOTE PURCHASE AGREEMENT __________ Dated as of June 13, 2017 (June 15th, 2017)

CASEY'S GENERAL STORES, INC., an Iowa corporation (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Copytele – Placement Agency Agreement (May 17th, 2017)

This letter (this Agreement) constitutes the agreement between ITUS Corporation, 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 Dawsons 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.

Nisource Inc. Common Stock, Par Value $0.01 Per Share Equity Distribution Agreement (May 3rd, 2017)

NiSource Inc., a Delaware corporation (the Company), proposes to issue and sell from time to time shares (the Shares) of the Companys common stock, par value $0.01 per share (i) to or through [ ], as sales agent (the Manager) or (ii) in connection with one or more Confirmations (as hereinafter defined) entered into with [ ] (the Forward Purchaser), in each case on the terms set forth in this equity distribution agreement (this Agreement). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the Common Stock.

Nisource Inc. Common Stock, Par Value $0.01 Per Share Equity Distribution Agreement (May 3rd, 2017)

NiSource Inc., a Delaware corporation (the Company), proposes to issue and sell from time to time shares (the Shares) of the Companys common stock, par value $0.01 per share to or through [ ], as sales agent (the Manager) on the terms set forth in this equity distribution agreement (this Agreement). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the Common Stock.

Broadstone Net Lease Inc – BROADSTONE NET LEASE, LLC BROADSTONE NET LEASE, INC. 4.84% Guaranteed Senior Notes Due April 18, 2027 NOTE AND GUARANTY AGREEMENT Dated as of March 16, 2017 (April 24th, 2017)

BROADSTONE NET LEASE, LLC, a New York limited liability company (the Issuer), and BROADSTONE NET LEASE, INC., a Maryland corporation (the Parent Guarantor, and together with the Issuer, the Constituent Companies and individually, a Constituent Company), jointly and severally, agree with each of the Purchasers as follows:

China Ceramics Co. – Securities Purchase Agreement (April 4th, 2017)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 3, 2017, is by and among China Ceramics Co., Ltd., a British Virgin Islands company having its principal place of business at Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC (the "Company"), and the investor listed on the Schedule of Buyer attached hereto (the "Buyer").

Houston Wire & Cable Company – Amended and Restated Executive Employment Agreement (March 29th, 2017)

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of January 1, 2017, by and between James L. Pokluda, III (the "Executive") and Houston Wire & Cable Company, a Delaware corporation (the "Company").

GTJ REIT, Inc. – Employment Agreement (March 29th, 2017)

This Amended and Restated Employment Agreement (this "Agreement") is entered into as of the 1st day of January, 2016 by and between Paul Cooper ("Executive"), an individual residing at ***, ***, and GTJ REIT, Inc., a Maryland corporation (the "Company") with principal offices at 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552. Executive and Company may be referred to collectively as the "Parties."

GTJ REIT, Inc. – Employment Agreement (March 29th, 2017)

This Amended and Restated Employment Agreement (this "Agreement") is entered into as of the 1st day of January, 2016 by and between Louis Sheinker ("Executive"), an individual residing at ***, ***, and GTJ REIT, Inc., a Maryland corporation (the "Company") with principal offices at 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552. Executive and Company may be referred to collectively as the "Parties."

G&K SERVICES, INC. 3.73% Amended and Restated Series a Senior Notes Due April 15, 2023 3.88% Amended and Restated Series B Senior Notes Due April 15, 2025 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of March 21, 2017 (March 21st, 2017)

Reference is hereby made to that certain Note Purchase Agreement dated as of April 15, 2013 (the Existing Note Purchase Agreement) between G&K Services, Inc., a Minnesota corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the Company), and each of the original purchasers listed on Schedule A thereto under and pursuant to which the Company issued $50,000,000 aggregate principal amount of its 3.73% Series A Senior Notes due April 15, 2023 (the Existing Series A Notes) and $50,000,000 aggregate principal amount of its 3.88% Series B Senior Notes due April 15, 2025 (the Existing Series B Notes) (the Existing Series A Notes and the Existing Series B Notes, each an Existing Note and collectively, the Existing Notes). Certain capitalized and other terms used in this Agreement are defined in Schedule B. References to a Schedule or an Exhibit are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to

Placement Agency Agreement (March 6th, 2017)
Section 2. Sale and Purchase of Notes; Guaranty (February 23rd, 2017)

FIRST INDUSTRIAL, L.P., a Delaware limited partnership (the Issuer), and FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland corporation (the General Partner), agree with each of the Purchasers as follows:

Sunstone Hotel Investors – Note and Guarantee Agreement (February 23rd, 2017)

SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the "Issuer"), and SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the "Parent Guarantor," and together with the Issuer, the "Constituent Companies" and individually, a "Constituent Company"), jointly and severally, agree with each of the Purchasers as follows:

Supplemental Indenture (February 22nd, 2017)

THIS SUPPLEMENTAL INDENTURE, made as of June 16, 2016 and effective June 23, 2016, between NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (hereinafter called the "Trustee"), as successor Trustee under an Indenture dated as of January 1, 1954, as supplemented by Supplemental Indentures dated (or made effective), respectively, February 9, 1954, April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963, August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June 1, 1968, December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April 30, 1976, April 30, 1976, July 1, 1976, August 1, 1976, December 1, 1977, January 15, 1979, December 1, 1981, March 1, 1983, October 1, 1984, December 1, 1986, March 15, 1988, July 1, 1988, July 1, 1989, July 15, 1990, August 15, 1991, July 15, 1992

Form of Placement Agent Warrant Agreement (February 17th, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 181 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Placement Agency Agreement (February 17th, 2017)
Sino Global Shipping America – Securities Purchase Agreement (February 15th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of February 15, 2017, between Sino-Global Shipping America, Ltd., a Virginia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Sigma Labs, Inc. – Sigma Labs, Inc. Underwriting Agreement (February 14th, 2017)
Moleculin Biotech, Inc. – Underwriting Agreement (February 9th, 2017)
Moleculin Biotech, Inc. – Underwriting Agreement (February 7th, 2017)
Schneider National, Inc. – SCHNEIDER NATIONAL LEASING, INC. NOTE PURCHASE AGREEMENT $300,000,000 Senior Notes $40,000,000 2.76% Senior Notes, Series C, Due November 10, 2019 $40,000,000 3.25% Senior Notes, Series D, Due November 10, 2021 $40,000,000 3.61% Senior Notes, Series E, Due November 10, 2024 $25,000,000 2.86% Senior Notes, Series F, Due March 10, 2020 $60,000,000 3.35% Senior Notes, Series G, Due March 10, 2022 $95,000,000 3.71% Senior Notes, Series H, Due March 10, 2025 Dated as of November 10, 2014 (February 3rd, 2017)

SCHNEIDER NATIONAL LEASING, INC., a Nevada corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.1, the Company) and wholly owned subsidiary of Schneider National, Inc., a Wisconsin corporation (the Parent Guarantor), agrees with each of the Purchasers as follows:

Schneider National, Inc. – SCHNEIDER NATIONAL LEASING, INC. NOTE PURCHASE AGREEMENT $100,000,000 Senior Notes $30,000,000 2.91% Senior Notes, Series A, Due September 25, 2020 $70,000,000 3.55% Senior Notes, Series B, Due September 25, 2023 Dated as of June 12, 2013 (February 3rd, 2017)

SCHNEIDER NATIONAL LEASING, INC., a Nevada corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.1, the Company) and wholly owned subsidiary of Schneider National, Inc., a Wisconsin corporation (the Parent Guarantor), agrees with each of the Purchasers as follows:

Schneider National, Inc. – SCHNEIDER NATIONAL LEASING, INC. NOTE PURCHASE AGREEMENT $100,000,000 4.83% Senior Notes, Series A, Due May 7, 2017 Dated as of May 7, 2010 (February 3rd, 2017)

The undersigned, Schneider National Leasing, Inc., a Nevada corporation (the Company) and wholly owned subsidiary of Schneider National, Inc., a Wisconsin corporation (the Parent Guarantor), agrees with the Purchasers listed in the attached Schedule A to this Note Purchase Agreement (this or the Agreement) as follows:

Alliance Resource Partners, L.P. – First Amendment (February 2nd, 2017)

ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Alliance Holdings Gp L.P. – First Amendment (February 2nd, 2017)

ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Uranium Resources, Inc. – Placement Agency Agreement (January 19th, 2017)
Skyline Medical Inc. – UNDERWRITING AGREEMENT Between SKYLINE MEDICAL INC. And DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters SKYLINE MEDICAL INC. UNDERWRITING AGREEMENT (January 10th, 2017)

The undersigned, Skyline Medical Inc., a corporation formed under the laws of the State of Delaware (the "Company"), hereby confirms its agreement (this "Agreement") with Dawson James Securities, Inc. (the "Representative") and with the other underwriters named on Schedule 1 hereto, if any, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows: