Cozen O’Connor Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2009 • Converted Organics Inc. • Agricultural chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2009, between Converted Organics 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”).
Talon 1 Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
Talon 1 Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
UNDERWRITING AGREEMENT among LASER PHOTONICS CORPORATION and ALEXANDER CAPITAL, L.P., as Representative of the Several UnderwritersUnderwriting Agreement • August 31st, 2022 • Laser Photonics Corp • Miscellaneous electrical machinery, equipment & supplies • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Talon 1 Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [___], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $ [_] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
●] Shares Chicago Atlantic Real Estate Finance, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • Chicago Atlantic Real Estate Finance, Inc. • Real estate investment trusts • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2025 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2025, between Healthy Choice Wellness Corp., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of December, 2006, by and among, Middle Kingdom Alliance Corporation, a corporation organized under the laws of Delaware (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ASURE SOFTWARE, INC.Sales Agreement • October 31st, 2024 • Asure Software Inc • Services-computer integrated systems design • New York
Asure Software, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 14, 2024 among UGI ENERGY SERVICES, LLC, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and CITIZENS BANK,...Credit Agreement • May 17th, 2024 • Ugi Corp /Pa/ • Gas & other services combined • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 14, 2024 among UGI ENERGY SERVICES, LLC, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, and CITIZENS BANK, N.A., MUFG BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2010 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2010, between Fibrocell Science, 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”).
UNDERWRITING AGREEMENT among AMMO, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several UnderwritersUnderwriting Agreement • May 21st, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
The undersigned, Ammo, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Ammo, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2025 • Vision Marine Technologies Inc. • Ship & boat building & repairing • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2025, between Vision Marine Technologies Inc., a corporation formed under the laws of the Province of Quebec (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
12,500,000 Units1 SHANGHAI CENTURY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT between TALON 1 ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 3, 2021Warrant Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Talon 1 Acquisition Corp., a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
UNDERWRITING AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY LLC as Representative of the Several Underwriters BRIACELL THERAPEUTICS CORP.Underwriting Agreement • April 28th, 2025 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BriaCell Therapeutics Corp. (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or 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:
ALMA MARITIME LIMITED (a Marshall Islands corporation) 11,250,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • March 23rd, 2010 • Alma Maritime LTD • Deep sea foreign transportation of freight • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2012, between Fibrocell Science, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2009 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2009, between Fibrocell Science, 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”).
NRG YIELD, INC. (a Delaware corporation) [·] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2013 • NRG Yield, Inc. • Electric services • New York
COMMERCIAL PAPER DEALER AGREEMENT between SOUTH JERSEY GAS COMPANY, as Issuer and WELLS FARGO SECURITIES, LLC, as DealerCommercial Paper Dealer Agreement • January 9th, 2012 • SOUTH JERSEY GAS Co • Natural gas transmisison & distribution • New York
This agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
PLANET 13 HOLDINGS INC. and ODYSSEY TRANSFER US INC., as Warrant AgentWarrant Agency Agreement • March 7th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of March 7, 2024 (“Agreement”), between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and Odyssey Transfer US Inc., as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER By and Among ASTRA SPACE, INC., APOGEE PARENT INC. and APOGEE MERGER SUB INC. Dated as of March 7, 2024Merger Agreement • March 12th, 2024 • Astra Space, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 7, 2024, among Astra Space, Inc., a Delaware corporation (the “Company”), Apogee Parent Inc., a Delaware corporation (“Parent”), and Apogee Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
1,783,500 Shares1 Limbach Holdings, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Limbach Holdings, Inc. • Construction - special trade contractors • New York
Limbach Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,783,500 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 267,525 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
CLASS B WARRANT AGREEMENTWarrant Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
Agreement made as of December 19, 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • December 4th, 2020 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
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 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 WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
SETTLEMENT AGREEMENTSettlement Agreement • January 8th, 2024 • California
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2025 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2025, between Healthy Choice Wellness Corp., 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”).
2,600,000 Shares ASURE SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2020 • Asure Software Inc • Services-computer integrated systems design • New York
The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (No. 333-224068), which became effective as of April 16, 2018, including a base prospectus (the “Base Prospectus”) relating to debt securities, preferred stock, common stock, debt warrants, equity warrants, rights and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act, and such amendments thereof as may have been required to the date of this Agreement. (such registration statement, including all exhibits and all documents and information deemed to be part of the registration statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in th
6,346,105 Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2025 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
The stockholder named in Schedule II attached hereto as Selling Stockholder (the “Selling Stockholder”) of Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 6,346,105 shares (the “Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The underwriters are named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”). Subject to the sale of the Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed to purchase from the Underwriters (the “Share Repurchase”) an aggregate of 630,914 shares of Common Stock (such shares, the “Repurchase Shares”) pursuant to Section 3 of this Agreement. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriters, and the purchase of the Repurchase Share
MATTHEWS INTERNATIONAL CORPORATION Purchase AgreementPurchase Agreement • December 7th, 2017 • Matthews International Corp • Nonferrous foundries (castings) • New York
Matthews International Corporation, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 5.250% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 6, 2017 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).
HEALTHIER CHOICES MANAGEMENT CORP. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • May 18th, 2021 • Healthier Choices Management Corp. • Tobacco products • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Healthier Choices Management Corp., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”) and holders of the Company’s Series D Convertible Preferred Stock that were issued in a private placement transaction that was consummated on February 7, 2021 (“Series D Preferred Stock”) subscription rights (the “Rights”) to subscribe for up to an aggregate of $100,000,000 of shares of Common Stock (the “Rights Shares” or the “Securities”). Each Right Share may be exercised at a subscription price per Rights Share in cash (the “Subscription Price”) equal to 75% of the volume weighted average of the trading prices (“VWAP”) of our common stock on the OTC Pink Sheets for the five consecutive trading days ending on the expiration date of this rights offeri
UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2024 • New York
Schedule 1: List of Underwriters ● Schedule 2-A: Pricing Information ● Schedule 2-B: Issuer General Use Free Writing Prospectuses ● Schedule 2-C: Written Testing-The-Waters Communications ● Schedule 3: Lock-Up Parties ● Exhibit A- Form of Representative's Warrant ● Exhibit B- Lock-Up Agreement for Officers, Directors, and 5% or Greater Shareholders ● Exhibit C- Press Release ● Exhibit D- Opinion and Negative Assurance of Cozen O’Connor ● Exhibit E- Officers' Certificate ● Exhibit F- Secretary's Certificate ●
UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2006 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned, a holder of common stock (“Common Stock”) or rights to acquire Common Stock, of Arena Pharmaceuticals, Inc. (the “Company”) understands that the Company intends to file a Prospectus Supplement to the Prospectus dated September 12, 2006 pursuant to and in accordance with Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on or about November 29, 2006 for the public offering of Common Stock (the “Offering”). The undersigned further understands that you, as Representative of the Underwriters, are contemplating entering into an underwriting agreement with the Company in connection with the Offering (the “Underwriting Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
OFFICE LEASEOffice Lease • June 28th, 2024 • Artiva Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HSPF LA JOLLA COMMONS I INVESTORS LLC, a Delaware limited liability company (“Landlord”), and ARTIVA BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Altus Power, Inc. 7,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 29th, 2022 • Altus Power, Inc. • Electric services • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Altus Power, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”) an aggregate of 7,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,050,000 shares of Class A 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 Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.