Schiff Hardin Sample Contracts

YayYo, Inc. – Contract (November 6th, 2018)
Contract (November 1st, 2018)
Skyline Medical Inc. – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and Among PRECISION THERAPEUTICS INC., Helomics Acquisition, Inc., HELOMICS HOLDING CORPORATION and GERALD J. VARDZEL, JR., AS STOCKHOLDER REPRESENTATIVE Dated as of October 22, 2018 (October 30th, 2018)

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of October 22, 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.

$250,000,000 AGGREGATE PRINCIPAL AMOUNT Anixter Inc. 6.00% SENIOR NOTES DUE 2025 PURCHASE AGREEMENT (October 30th, 2018)
EdtechX Holdings Acquisition Corp. – Investment Management Trust Agreement (October 10th, 2018)

This Agreement is made as of October 5, 2018 by and between EdtechX Holdings Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").

EdtechX Holdings Acquisition Corp. – Stock Escrow Agreement (October 10th, 2018)

STOCK ESCROW AGREEMENT, dated as of October 5, 2018 ("Agreement"), by and among EDTECHX HOLDINGS ACQUISITION CORP., a Delaware corporation ("Company"), the stockholders of the Company listed on Exhibit A hereto (collectively the "Founders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

EdtechX Holdings Acquisition Corp. – Warrant Agreement (October 10th, 2018)

This agreement is made as of October 5, 2018 between EdtechX Holdings Acquisition Corp., a Delaware corporation, with offices at c/o IBIS Capital Limited, 22 Soho Square, London W1D 4NS, United Kingdom ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 ("Warrant Agent").

EdtechX Holdings Acquisition Corp. – 5,500,000 Units EdtechX Holdings Acquisition Corp. UNDERWRITING AGREEMENT (October 10th, 2018)
Moleculin Biotech, Inc. – Registration Rights Agreement (October 5th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 4, 2018, by and between MOLECULIN BIOTECH, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Moleculin Biotech, Inc. – Purchase Agreement (October 5th, 2018)

PURCHASE AGREEMENT (the "Agreement"), dated as of October 4, 2018, by and between MOLECULIN BIOTECH, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Davey Tree Expert Co – The DAVEY TREE EXPERT COMPANY $50,000,000 3.99% Senior Notes, Series A, Due September 21, 2028 and Private Shelf Facility NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of September 21, 2018 (September 27th, 2018)

THE DAVEY TREE EXPERT COMPANY, an Ohio corporation (the "Issuer"), agrees with Prudential and each of the Purchasers as follows:

EdtechX Holdings Acquisition Corp. – 5,500,000 Units EdtechX Holdings Acquisition Corp. UNDERWRITING AGREEMENT (September 25th, 2018)
EdtechX Holdings Acquisition Corp. – The Registered Holder of This Purchase Option by Its Acceptance Hereof Agrees That It Will Not Sell, Transfer or Assign This Purchase Option Except as Herein Provided and the Registered Holder of This Purchase Option Agrees That It Will Not Sell, Transfer, Assign, Pledge or Hypothecate This Purchase Option or Cause It to Be the Subject of Any Hedging, Short Sale, Derivative, Put, or Call Transaction That Would Result in the Effective Economic Disposition of the Purchase Option by Any Person for a Period of One Hundred Eighty Days Following the Effective Date (As Defined Herein) to Anyone Other (September 25th, 2018)

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY EDTECHX HOLDINGS ACQUISITION CORP. ("COMPANY") OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [*], 20191. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY'S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR [*], 2023.2

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").