Porter Wright Morris & Arthur Sample Contracts
RECITALS:Asset Purchase Agreement • August 16th, 2005 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
AMONGAgreement and Plan of Reorganization • March 30th, 2000 • Immune Response Inc • Non-operating establishments • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2022 • Recruiter.com Group, Inc. • Services-computer programming services • New Jersey
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2022, by and between Recruiter.com Group, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
100,000,000 UNSECUREDCredit Agreement • May 7th, 2003 • Too Inc • Women's, misses', and juniors outerwear • Ohio
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT by and between APPLIED INNOVATION INC.Loan and Security Agreement • November 13th, 2002 • Applied Innovation Inc • Telephone & telegraph apparatus • Ohio
EXHIBIT 10(a) September 29, 2003 Superconductive Components, Inc. 2839 Charter Street Columbus, OH 43228 ATTN: Dan Rooney RE: Lease Agreement by and between DUKE REALTY OHIO, an Indiana general partnership ("Landlord"), and SUPERCONDUCTIVE COMPONENTS,...Lease Agreement • May 17th, 2004 • Superconductive Components Inc • Electrical industrial apparatus
WITNESSETH:License Agreement • April 17th, 2001 • Acorn Products Inc • Cutlery, handtools & general hardware • Ohio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Neoprobe Corp • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 1, 2006, by and between NEOPROBE CORPORATION, a Delaware corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (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 Common Stock 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").
AS BUYER ANDStock Purchase Agreement • September 27th, 2001 • Sonics & Materials Inc • Miscellaneous electrical machinery, equipment & supplies • Ohio
and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AIG ANNUITY INSURANCE COMPANY AND MODERN WOODMEN OF AMERICA DATED AS OF AUGUST 1, 2002 THE CHILLICOTHE TELEPHONE COMPANY $30,000,000 6.64% SENIOR NOTES DUE AUGUST 1, 2012Note Purchase Agreement • November 13th, 2002 • Horizon Telcom Inc • Telephone communications (no radiotelephone) • Ohio
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 4th, 2006 • Neoprobe Corp • Surgical & medical instruments & apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 1, 2006, by and between NEOPROBE CORPORATION, a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
WHEREAS:Registration Rights Agreement • December 2nd, 2003 • Neoprobe Corp • Surgical & medical instruments & apparatus • New York
WHEREAS:Registration Rights Agreement • April 9th, 2003 • Neoprobe Corp • Surgical & medical instruments & apparatus • Delaware
SUPPORT AGREEMENTSupport Agreement • November 5th, 2018 • Inuvo, Inc. • Services-advertising • Nevada
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2018, is entered into by and among ConversionPoint Technologies, Inc., a Delaware corporation (“CPT”), ConversionPoint Holdings, Inc., a Delaware corporation (“Parent”), a wholly-owned Subsidiary of CPT, CPT Merger Sub, a Delaware corporation and a wholly-owned Subsidiary of Parent (“CPT Merger Sub”), CPT Cigar Merger Sub, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Inuvo Merger Sub”), Inuvo, Inc., a Nevada corporation (“Inuvo”), and Gordon J. Cameron (the “Stockholder”). Each of Parent, CPT, CPT Merger Sub, Inuvo Merger Sub and Inuvo is a “Party” and together, the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
ContractLoan Agreement • May 5th, 2020 • Ohio
EX-4.1 2 exhibit41loanagreement.htm LOAN AGREEMENT Exhibit 4.1 Execution version LOAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION and PEOPLES BANCORP INC. Dated as of December 18, 2012 TABLE OF CONTENTS Page
RECITALSAccommodation Agreement • September 3rd, 2003 • Amcast Industrial Corp • Miscellaneous fabricated metal products • Michigan
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 13th, 2007 • Graco Inc • Pumps & pumping equipment • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 3, 2007, by and between GRACO INC., a corporation incorporated under the laws of the State of Minnesota (“Parent”), and the undersigned stockholder (the “Stockholder”) of COHESANT TECHNOLOGIES INC., a corporation incorporated under the laws of the State of Delaware (the “Company”).
1,449,275 Shares SB FINANCIAL GROUP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2018 • Sb Financial Group, Inc. • State commercial banks • New York
1,542,389 Shares NAVIDEA BIOPHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2013 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER among CHECKFREE CORPORATION, CFA SOFTWARE CORPORATION and CARREKER CORPORATION Dated as of December 29, 2006Merger Agreement • January 3rd, 2007 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 29, 2006 (this “Agreement”), among CheckFree Corporation, a Delaware corporation (“Parent”), CFA Software Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and Carreker Corporation, a Delaware corporation (the “Company”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2023 • Rocky Brands, Inc. • Footwear, (no rubber) • New York
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is dated as of March 15, 2021, among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Delaware limited liability company ("Lehigh"), ROCKY OUTDOOR GEAR STORE, LLC, an Ohio limited liability company ("Rocky Outdoor"), US FOOTWEAR HOLDINGS LLC, a Delaware limited liability company ("US Footwear"; Parent, Lifestyle, Rocky US, Lehigh, Rocky Outdoor and, after giving effect to the US Footwear Acquisition, US Footwear, each, a "Borrower" and together, the "Borrowers") the other Subsidiaries of Parent party to this Agreement from time to time as Obligors, the financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), and TCW ASSET MANAGEMENT COMPANY LLC, as agent for the Lenders (in such capacity, "Agent").
SETTLEMENT AGREEMENTSettlement Agreement • March 1st, 2024 • California
AMENDED AND RESTATED ABL LOAN AND SECURITY AGREEMENT Dated as of April 26, 2024Abl Loan and Security Agreement • April 30th, 2024 • Rocky Brands, Inc. • Footwear, (no rubber) • New York
THIS AMENDED AND RESTATED ABL LOAN AND SECURITY AGREEMENT is dated as of April 26, 2024, among ROCKY BRANDS, INC., an Ohio corporation (“Parent”), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (“Lifestyle”), ROCKY BRANDS US, LLC, a Delaware limited liability company (“Rocky US”), LEHIGH OUTFITTERS, LLC, a Delaware limited liability company (“Lehigh”), ROCKY OUTDOOR GEAR STORE, LLC, an Ohio limited liability company (“Rocky Outdoor”), US FOOTWEAR HOLDINGS LLC, a Delaware limited liability company (“US Footwear”; Parent, Lifestyle, Rocky US, Lehigh, Rocky Outdoor and US Footwear, each, a “Borrower” and together, the “Borrowers”), the other Subsidiaries of Parent party to this Agreement from time to time as Obligors, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).
UNSECURED SENIOR REVOLVING CREDIT AND TERM LOAN FACILITY CREDIT AGREEMENT by and among TWEEN BRANDS, INC. and THE GUARANTORS PARTY HERETO and THE REVOLVING CREDIT LENDERS PARTY HERETO and THE TERM LOAN LENDERS PARTY HERETO and BANK OF AMERICA, N.A.,...Credit Agreement • September 14th, 2007 • Tween Brands, Inc. • Women's, misses', and juniors outerwear • Ohio
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of September 12, 2007 and is made by and among TWEEN BRANDS, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the REVOLVING CREDIT LENDERS (as hereinafter defined), the TERM LOAN LENDERS (as hereinafter defined), and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the Revolving Credit Lenders and the Term Loan Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”), NATIONAL CITY BANK, as Syndication Agent, FIFTH THIRD BANK, as Documentation Agent, CITICORP NORTH AMERICA, INC., as Managing Agent, BANC OF AMERICA SECURITIES LLC, as sole book runner, and BANC OF AMERICA SECURITIES LLC and NATIONAL CITY BANK, as co-lead arrangers.
EXHIBIT 10.9 COLONIAL BANK PLAZA AT SUMMERLIN CENTER PROFESSIONAL PARK OFFICE BUILDING LEASE THIS LEASE is made as of the 31st day of January, 2002, by and between Alanda, Ltd., a Florida limited partnership ("Landlord"), and FindWhat.com, a Nevada...Office Building Lease • November 6th, 2002 • Findwhat Com Inc • Services-business services, nec • Florida
AMENDMENT NO. 7 TO FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTSForbearance Agreement and Amendment to Credit Agreements • January 11th, 2011 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
THIS AMENDMENT NO. 7 TO FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTS (this “Amendment”), is dated January 7, 2011 and effective as of the 31st day of December, 2010 (the “Amendment Effective Date”), by and among FRANKLIN CREDIT ASSET CORPORATION (“Franklin Asset”), FRANKLIN CREDIT HOLDING CORPORATION (“Holding”), Flow 2006 F CORP., FCMC 2006 M CORP., FCMC 2006 K CORP. and THE HUNTINGTON NATIONAL BANK (“Lender”). This Amendment further amends and modifies a certain First Amended and Restated Forbearance Agreement and Amendment to Credit Agreements, dated as of December 19, 2008 (as amended, restated, supplemented or otherwise modified from time to time prior to the Amendment Effective Date, the “Forbearance Agreement”) by and among the parties hereto and certain other parties to such Forbearance Agreement. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Forbearance
AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING) Dated as of March 31, 2009 among FRANKLIN CREDIT MANAGEMENT CORPORATION, and FRANKLIN CREDIT HOLDING CORPORATION as Borrowers, THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS, as Lenders, and THE...Credit Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio
THIS AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING), dated as of March 31, 2009 (as the same may be amended, supplemented, or otherwise modified and in effect from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and among FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware Corporation, and FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation (each, a “Borrower” and collectively “Borrowers”), THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (each, a “Lender” and collectively, the “Lenders”) and THE HUNTINGTON NATIONAL BANK, a national banking association (“Huntington”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as Issuing Bank for certain Letters of Credit.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SEACOAST BANKING CORPORATION OF FLORIDA SEACOAST NATIONAL Bank BUSINESS BANK OF FLORIDA, CORP. AND FLORIDA BUSINESS BANK Dated as of August 23, 2021Merger Agreement • August 27th, 2021 • Seacoast Banking Corp of Florida • State commercial banks • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2021, by and among Seacoast Banking Corporation of Florida, a Florida corporation (“SBC”), Seacoast National Bank, a national banking association and wholly-owned subsidiary of SBC (“SNB” and collectively with SBC, “Seacoast”), Business Bank of Florida, Corp., a Florida corporation (“Business Bank”) and Florida Business Bank, a Florida state-chartered bank and wholly-owned subsidiary of Business Bank (the “Bank” and collectively with Business Bank, the “Company Group”).
SUPPLY AGREEMENTSupply Agreement • October 13th, 2009
THIS SUPPLY AGREEMENT (the 'Agreement') is effective as of May 18, 2009 (the 'Effective Date') by and between Delta Electronics, Inc., an R.O.C. corporation having its principal place of business at 186 Ruey Kuang Road, Neihu Taipei 11491 Taiwan, R.O.C. (hereafter referred to as 'DEI'), and PECO II, Inc., an Ohio corporation having its principal place of business at 1376 State Highway 598, Galion, Ohio 44833 (hereafter referred to as 'PECO').
100,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among DSW INC. DSW SHOE WAREHOUSE, INC. as Borrowers THE GUARANTORS PARTY HERETO THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION as Administrative Agent PNC CAPITAL MARKETS LLC as...Revolving Credit Facility • March 28th, 2011 • Retail Ventures Inc • Retail-variety stores
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of June 30, 2010 and is made by and among DSW INC., an Ohio corporation (“DSW”), DSW SHOE WAREHOUSE, INC., a Missouri corporation (“DSW Shoe”, and together with DSW, individually, a “Borrower”, and collectively, the “Borrowers”, as hereinafter further defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
ContractOut-Licence Agreement • April 11th, 2012 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • England and Wales
Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2006 • Delta International Holding Ltd. • Construction - special trade contractors • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2006, by and among PECO II, Inc., an Ohio corporation (the “Company”), and Delta Products Corporation, a California corporation (“Shareholder”). This Agreement shall become effective on the Closing Date of the Asset Agreement (as defined below).
FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTSForbearance Agreement and Amendment to Credit Agreements • January 4th, 2008 • Franklin Credit Management Corp/De/ • Finance services • Ohio
THIS FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTS (this “Agreement”) is entered into as of the 28th day of December, 2007, (the “Forbearance Effective Date”) by and among THE BORROWERS listed on Schedule 1 hereto (each, a “Borrower” and collectively, the “Borrowers”), FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation, in its capacity as a borrower under the Franklin Warehousing Agreement and Franklin Term Loan Agreement (each as defined below),as account party for certain letters of credit, as Guarantor hereunder and as servicer (“FCMC” or “Guarantor”), and THE HUNTINGTON NATIONAL BANK (“Huntington” or “Lender”).
EX-10.26 2 dex1026.htm ASSET PURCHASE AGREEMENT Execution Version ASSET PURCHASE AGREEMENT by and among RUTH’S CHRIS STEAK HOUSE, INC., CAMERON MITCHELL RESTAURANTS, LLC, Intervener and Intervener Dated as of November 6, 2007 PageAsset Purchase Agreement • May 5th, 2020 • Ohio
AGREEMENT AND PLAN OF MERGER by and among GRACO INC., GRACO INDIANA INC., COHESANT TECHNOLOGIES INC., CIPAR INC. and GLASCRAFT INC. DATED AS OF DECEMBER 3, 2007Merger Agreement • January 8th, 2008 • CIPAR Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 3rd day of December, 2007 by and among GRACO INC., a Minnesota corporation (“Parent”), GRACO INDIANA INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), COHESANT TECHNOLOGIES, INC, a Delaware corporation (“Company”), GLASCRAFT INC., an Indiana corporation and a wholly owned subsidiary of Company (“Company Sub”) and CIPAR Inc., a Delaware corporation (“CIPAR”).