K&L Gates Sample Contracts
BETWEENStock Purchase Agreement • January 12th, 2009 • Air Transport Group Holdings, Inc. • Airports, flying fields & airport terminal services • Florida
RECITALSEscrow Agreement • January 12th, 2009 • Air Transport Group Holdings, Inc. • Airports, flying fields & airport terminal services
AND WONG SIU WAPurchase Agreement • May 19th, 2008 • Xinhua Finance Media LTD • Communications services, nec • Hong Kong
COMMON STOCK PURCHASE WARRANTSecurity Agreement • November 12th, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [l] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 21, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Company”), up to [l] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company pursuant to Section 2.3(vii) of the Underwriting Agreement, dated as of October 16, 2015, between the Company and Ladenburg Thalmann & Co. Inc. as representative of the underwriters listed therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2024, between Akoustis Technologies, 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”).
INDEMNITY AGREEMENTIndemnification Agreement • July 14th, 2021 • InFinT Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2012 • Aspen Group, Inc. • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _________ __, 2012, between Aspen Group, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2016 • Greenhouse Solutions, Inc. • Wholesale-misc durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 18, 2016 (the "Effective Date"), is entered into by and between GREENHOUSE SOLUTIONS INC., a Nevada corporation (the "Company"), and SBI INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability company (the "Buyer").
UNDERWRITING AGREEMENT between CHI KO HOLDINGS LIMITED and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters CHI KO HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2023 • Chi Ko Holdings LTD • General bldg contractors - nonresidential bldgs • New York
The undersigned, Chi Ko Holdings Limited, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto 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:
WARRANT AGREEMENTWarrant Agreement • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT is made as of February 11, 2020 between Greenrose Acquisition Corp., a Delaware corporation, with offices at 1000 Woodbury Road, Suite #212, Woodbury, NY 11797 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 25, 2020 by and among SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-1 Holder) and SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-2 Holder) ExchangeRight Net Leased Portfolio 32Agreement Between Note Holders • October 27th, 2020 • BBCMS Mortgage Trust 2020-C8 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 25, 2020 by and among Societe Generale Financial Corporation (“SGFC” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and SGFC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
CO-LENDER AGREEMENT Dated as of October 7, 2024 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-S1 Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder, Initial Note A-1-C3 Holder and Initial Note B-1 Holder), and WELLS FARGO BANK,...Co-Lender Agreement • December 6th, 2024 • BMO 2024-5c8 Mortgage Trust • Asset-backed securities • New York
6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
AXONICS, INC. (a Delaware corporation) 1,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2022 • Axonics, Inc. • Surgical & medical instruments & apparatus • New York
Axonics, Inc., a Delaware corporation (the “Company”) confirms its agreement with BofA Securities, Inc. (the “Underwriter”), with respect to (i) the sale by the Company and the purchase by the Underwriter of 1,750,000 shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 262,500 additional shares of Common Stock. The aforesaid 1,750,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 262,500 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”
KALA PHARMACEUTICALS, INC. 16,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 12th, 2020 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,400,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
MOVANO INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2024, between Movano Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Addendum A (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 9th day of February, 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any additional party that holds Registrable Securities (as defined below) and executes joinder to this agreement agreeing to be bound as an Investor hereunder (each, an “Investor” and collectively with the Sponsor and the Representative, the “Investors”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • February 11th, 2025 • Wells Fargo Commercial Mortgage Trust 2025-C64 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 7, 2025, between Societe Generale Financial Corporation, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Société Générale, a limited company (société anonyme) licensed in France as a credit institution (établissement de credit) (“Société Générale”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
CREDIT AGREEMENTCredit Agreement • October 27th, 2017 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT is entered into as of October 24, 2017, among ANIKA THERAPEUTICS, INC., a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement as Subsidiary Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
8,000,000 Shares of Class A Common Stock AdaptHealth Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • AdaptHealth Corp. • Services-home health care services • New York
WARRANT AGREEMENTWarrant Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of November 23, 2021 between InFinT Acquisition Corporation, a Cayman Islands exempted company, with offices at 32 Broadway, Suite 401, New York, NY 10004 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2024 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 19, 2024, by and between Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
LONGEVITY HEALTH HOLDINGS, INC. Shares of Common Stock (par value $0.0001 per share) Sales AgreementSales Agreement • April 14th, 2025 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Agent”), as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made and entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), InFinT Capital LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
CREDIT AGREEMENT dated as of February 26, 2016 Among ASPEN TECHNOLOGY, INC., as Borrower, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • February 29th, 2016 • Aspen Technology Inc /De/ • Services-computer programming services • New York
CREDIT AGREEMENT dated as of February 26, 2016, among ASPEN TECHNOLOGY, INC., as Borrower, the LENDERS party hereto, the INITIAL ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2025 • Acurx Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2025, is made by and between ACURX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its 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”).
975,000 Shares VERITONE, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 17, 2017Underwriting Agreement • November 20th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • New York
Veritone, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC (the “Representative”) is acting as Representative, an aggregate of 975,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2020 • Bit Digital, Inc • Finance services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2020, is by and among Bit Digital, Inc., a company organized under the laws of the Cayman Islands (the “Company”), and the buyer signatory made a party hereto (“Buyer”).
ATI INC. Underwriting AgreementUnderwriting Agreement • August 11th, 2023 • Ati Inc • Steel pipe & tubes • New York
ATI Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of $425,000,000 principal amount of its 7.250% Senior Notes due 2030 (the “Securities”). The Securities are to be issued under a base indenture, dated as of September 14, 2021 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, to be dated as of the Closing Date (as defined below) (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2012 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2012, between DARA BioSciences, 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”).
COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC.Common Stock Purchase Warrant • August 19th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
10% original issue discount 5% Senior Convertible NOTE DUE MAY 25, 2020Convertible Security Agreement • November 19th, 2019 • OncBioMune Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
Primo Water Corporation Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • May 18th, 2018 • Primo Water Corp • Wholesale-groceries, general line • New York
Primo Water Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. and BMO Capital Markets Corp. are acting as representatives (the “Representatives” or “you”) an aggregate of 4,643,000 shares (the “Firm Securities”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company, and, at the election of the Underwriters, up to 696,450 additional shares (the “Optional Securities”) of Common Stock (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
AGREEMENT AND PLAN OF REORGANIZATION In order to consummate the Reorganization (as defined in Section 1(b) below) and in consideration of the promises and the covenants and agreements hereinafter set forth, and intending to be legally bound, John...Reorganization Agreement • June 29th, 2007 • Hancock John Patriot Premium Dividend Fund Ii • Massachusetts