Brown Rudnick Sample Contracts

Motion of Motors Liquidation Company Guc Trust to Approve (I) the Guc Trust Administrators Actions and (Ii) the Settlement Agreement by and Among the Signatory Plaintiffs and the Guc Trust Pursuant to Bankruptcy Code Sections 105, 363, and 1142 and Bankruptcy Rules 3002 and 9019 and to (Iii) Authorize the Reallocation of Guc Trust Assets (May 4th, 2018)

By and through its undersigned counsel, the GUC Trust Administrator1 of the Motors Liquidation Company GUC Trust (the GUC Trust), as established under the Debtors Second Amended Joint Chapter 11 Plan dated as of March 18, 2011 [ECF No. 9836] (as confirmed, the Plan) of the above-captioned post-effective date debtors (the Debtors), respectfully submits this Motion to Approve (I) the GUC Trust Administrators Actions and (II) the Settlement Agreement By and Among the Signatory Plaintiffs and the GUC Trust Pursuant to Bankruptcy Code Sections 105, 363, and 1142 and Bankruptcy Rules 3002 and 9019 and (III) Authorize the Reallocation of GUC Trust Assets (the Motion), seeking entry of an order (the Settlement Order) approving the Settlement Agreement (as defined herein). In support of this Motion, the GUC Trust Administrator respectfully represents as follows:

Orexigen Therapeutics – ASSET PURCHASE AGREEMENT by and Between OREXIGEN THERAPEUTICS, INC., SELLER, and NALPROPION PHARMACEUTICALS, INC., PURCHASER DATED AS OF APRIL 23, 2018 (April 24th, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 23, 2018, by and between Orexigen Therapeutics, Inc., a Delaware corporation (the Seller), and Nalpropion Pharmaceuticals, Inc., a Delaware corporation (the Purchaser).

Triple Net Lease (April 23rd, 2018)

THIS TRIPLE NET LEASE AGREEMENT (this "Lease"), made and entered into as of the 23rd day of April, 2018, by and between VOLTARI REAL ESTATE HOLDING LLC, a Delaware limited liability company ("Landlord"), and THE McCLATCHY COMPANY, a Delaware corporation ("Tenant").

Quest Products Cp – Monetization Proceeds Agreement (April 2nd, 2018)

This Monetization Proceeds Agreement (the "Agreement") dated as of July 31, 2017, is entered into by and between United Wireless Holdings, Inc. ("UWH"), a Delaware corporation, on the one hand, and CXT Systems, Inc. ("CXT" or "Patent Owner"), a Texas corporation. (UWH and the Patent Owner are collectively referred to herein as the "Parties" and each individually as a "Party.")

Bloom Energy Corp – Table of Contents (March 21st, 2018)

2014 ESA Project Company, LLC, a Delaware limited liability company (the Company), agrees with each of the Purchasers as follows:

Bloom Energy Corp – EQUITY CAPITAL CONTRIBUTION AGREEMENT Between FIRSTAR DEVELOPMENT, LLC and CLEAN TECHNOLOGIES 2013B, LLC AUGUST 2, 2013 (March 21st, 2018)

This EQUITY CAPITAL CONTRIBUTION AGREEMENT (the Agreement) dated as of August 2, 2013 (the Execution Date) entered into by and between Firstar Development, LLC, a Delaware limited liability company (the Investor), and Clean Technologies 2013B, LLC, a Delaware limited liability company (the Class B Member).

Signature Group Hold – In the United States Bankruptcy Court (March 12th, 2018)

Upon the motion [Docket No. 85] (the "Motion") of Real Industry, Inc. ("Real Industry") and its affiliated debtors and debtors-in-possession (the "Real Alloy Debtors," and with Real Industry, collectively, the "Debtors") in the above-captioned chapter 11 cases (the "Chapter 11 Cases"), pursuant to sections 105(a), 363, 365, and 503 of title 11 of the United States Code (the "Bankruptcy Code") and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), for (i) entry of an order (the "Bidding Procedures Order") (a) establishing bidding and auction procedures (the "Bidding Procedures") related to the sale (the "Sale") of the Real Alloy Debtors' assets (the "Assets"), including setting the date and time for an auction in connection with such Sale (the "Auction"); (b) establishing certain notice procedures for determining cure amounts for executory contracts and unexpired leases to be assumed and assigned in connection with such Sale (the "Ass

Orexigen Therapeutics – DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT Dated as of March 12, 2018 by and Among OREXIGEN THERAPEUTICS, INC. As Borrower, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as DIP Administrative Agent, and the DIP Lenders Party Hereto (March 12th, 2018)

THIS DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this Agreement) is dated as of March 12, 2018, by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation, as the borrower (the Borrower), WILMINGTON TRUST, NATIONAL ASSOCIATION (Wilmington Trust), as agent (in such capacity, including any successor thereto in such capacity, the DIP Administrative Agent), and each of the lenders party hereto and listed on Schedule 1(A), and any Person who becomes a lender hereto after the date hereof (each a DIP Lender, and collectively, the the DIP Lenders). The Borrower, the DIP Administrative Agent, and the DIP Lenders are sometimes referred to herein individually as a Party and collectively as Parties to this Agreement.

First Amendment to Real Property Purchase and Sale Agreement (March 2nd, 2018)

This First Amendment to Real Property Purchase and Sale Agreement (the "First Amendment") is made and entered into as of the 26th day of February, 2018, by and between The State Media Company, a South Carolina corporation ("Seller"), and Voltari Real Estate Holding LLC, a Delaware limited liability company ("Buyer").

HISTOGENICS CORPORATION (A Delaware Corporation) 2,340,430 Shares of Common Stock UNDERWRITING AGREEMENT (January 23rd, 2018)
Real Property Purchase and Sale Agreement (January 23rd, 2018)

THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of January 19, 2018 (the "Effective Date"), is made by and between The State Media Company, a South Carolina corporation ("Seller"), and Voltari Real Estate Holding LLC, a Delaware limited liability company ("Buyer"), with reference to the following facts:

HOLOGIC, INC. 4.625% SENIOR NOTES DUE 2028 INDENTURE Dated as of January 19, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee (January 19th, 2018)

INDENTURE, dated as of January 19, 2018, among Hologic, Inc., a Delaware corporation, as issuer, the Subsidiaries of the Company listed on the signature page hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee.

Solazyme Inc – In the United States Bankruptcy Court for the District of Delaware Combined Disclosure Statement and Chapter 11 Plan of Liquidation Proposed by the Debtors (January 18th, 2018)

THIS COMBINED DISCLOSURE STATEMENT AND PLAN WAS COMPILED FROM INFORMATION OBTAINED FROM NUMEROUS SOURCES BELIEVED TO BE ACCURATE TO THE BEST OF THE DEBTORS KNOWLEDGE, INFORMATION AND BELIEF. NO GOVERNMENTAL AUTHORITY HAS PASSED ON, CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN.

Plymouth Industrial REIT Inc. – Loan Agreement (December 4th, 2017)

This LOAN AGREEMENT, dated as of November 30, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is among special situations investing group ii, llc, a Delaware limited liability company, having an address at 6011 Connection Drive, Irving, Texas 75039 (together with its successors and assigns, the "Lender"), special situations investing group ii, llc, a Delaware limited liability company, as administrative agent for the Lender and any additional Persons hereafter becoming a Lender, having an address at 6011 Connection Drive, Irving, Texas 75039 (together with its successors and assigns, the "Agent"), and THOSE PERSONS LISTED ON SCHEDULE 1 HERETO, each a Delaware limited liability company having an address at c/o Plymouth Industrial REIT, Inc., 260 Franklin Street, 6th Floor, Boston, MA 02110 (each a "Borrower", and collectively, the "Borrowers").

Plymouth Industrial REIT Inc. – Agreement of Purchase and Sale (November 29th, 2017)

NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:

Proteostasis Therapeutics, Inc. – Lease Between Proteostasis Therapeutics, Inc., as Tenant and Ice Box, Llc, as Landlord (November 14th, 2017)

THIS LEASE is dated as of September 19, 2017 (the "Effective Date"), between the Landlord and the Tenant named below, and is of space in the Building described below.

HOLOGIC, INC. 4.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of October 10, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee (October 10th, 2017)

INDENTURE, dated as of October 10, 2017, among Hologic, Inc., a Delaware corporation, as issuer, the Subsidiaries of the Company listed on the signature page hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee.

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Originally Dated as of May 29, 2015 and Amended and Restated as of October 3, 2017 Among HOLOGIC, INC., and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders Party Hereto, BANK OF AMERICA MERRILL LYNCH, CITIGROUP GLOBAL MARKETS, INC., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A. And THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Syndication Agents DNB BANK ASA, NEW YORK HSBC BANK USA, NATIONAL ASSOCIATION MORGAN STANLEY SENIOR FUNDING, INC. SUMITOMO MITSUI (October 4th, 2017)

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this Agreement) originally dated as of May 29, 2015 and amended and restated as of October 3, 2017 among HOLOGIC, INC., a Delaware corporation (the Company), HOLOGIC GGO 4 Ltd (the U.K. Borrower, and together with the Company, the Initial Borrowers), HOLOGIC UK FINANCE LTD and certain other Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a Designated Borrower and, together with the Initial Borrowers, the Borrowers and, each a Borrower), the Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the Lenders and individually, each a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Solazyme Inc – Senior Secured Super-Priority Debtor in Possession Credit and Security Agreement (August 10th, 2017)

This SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT is entered into as of August 8, 2017, among TERRAVIA HOLDINGS, INC., a Delaware corporation (as borrower and as a debtor and debtor in possession in the Chapter 11 Cases (as defined below), the "Borrower"), the Guarantors (as defined below), the DIP Lenders (as defined below) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent (in either such capacity, together with its successors and permitted assigns, the "Agent").

United States Bankruptcy Court Northern District of Texas Dallas Division (August 2nd, 2017)

The Debtors prepared this disclosure statement (together with any annexed exhibits and schedules, including any amendments or modifications from time to time, the Disclosure Statement) in connection with solicitation of votes for acceptance of the Debtors First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended or modified from time to time, annexed to the Disclosure Statement as Exhibit B (the Plan). This Disclosure Statement is intended to provide adequate information of a kind, and in sufficient detail, to enable the Debtors creditors to make an informed judgment about the Plan, including whether to accept or reject the Plan.

Plymouth Industrial REIT Inc. – PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN SELLERS: REW, L.L.C. And W Partners, LLC Both Indiana Limited Liability Companies BUYER: Plymouth Industrial REIT, Inc., a Maryland Corporation. Dated as Of: June 19, 2017 PURCHASE AND SALE AGREEMENT and Escrow Instructions (July 21st, 2017)

Buyer and Sellers hereby enter into this Purchase and Sale Agreement and Escrow Instructions (this "Agreement") as of the Effective Date. In consideration of the mutual covenants set forth herein, Sellers agree to sell, convey, assign and transfer the Property to Buyer, and Buyer agrees to buy the Property from Sellers, on the terms and conditions set forth in this Agreement.

Registration Rights Agreement (June 20th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of June 20, 2017 by and among Gevo, Inc., a Delaware corporation (the Company), the investors set forth on the signature page hereto (the Holders), and each other party who hereafter executes and delivers a Joinder Agreement (each, a Joining Party, and together with the Holders, the Investor) in the form attached as Exhibit A hereto (a Joinder Agreement) agreeing to be bound by the terms hereof.

CREDIT AGREEMENT Among UNITED ONLINE, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, N.A., as Sole Lead Arranger and Sole Book Manager and as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS PARTY HERETO Dated as of April 13, 2017 (May 10th, 2017)

This CREDIT AGREEMENT is entered into as of April 13, 2017, among UNITED ONLINE, INC., a Delaware corporation (the "Borrower"), the Secured Guarantors (defined herein), the Lenders (defined herein), and BANC OF CALIFORNIA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

Kush Bottles, Inc. – AGREEMENT OF MERGER by and Between KUSH BOTTLES, INC. (As the Parent) KBCMP, Inc. (As Merger Sub) LANCER WEST ENTERPRISES, INC (As a Holdco) WALNUT VENTURES (As a Holdco) Jason Manasse (As an Owner) and Theodore Nicols (As an Owner) (May 4th, 2017)
Solazyme Inc – Forbearance Agreement (May 3rd, 2017)

THIS FORBEARANCE AGREEMENT, dated as of May 3, 2017 (this "Agreement"), is entered into by and between TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.) ("TVIA") and those certain holders identified on the signature pages hereto (collectively, with such other holders that execute a signature page hereto after the Forbearance Effective Date (as defined below), the "Consenting Holders") of (i) the 5.00% Convertible Senior Subordinated Notes due 2019 (collectively, the "2019 Notes") issued by TVIA pursuant to that certain Indenture, dated as of April 1, 2014, between TVIA and Wells Fargo Bank, National Association (including its successor or assign as trustee under said Indenture, the "2019 Indenture Trustee"), as trustee (the "2019 Notes Indenture") and (ii) with respect to certain Consenting Holders, the 6.00% Convertible Senior Subordinated Notes due 2018 (collectively, the "2018 Notes" and, together with the 2019 Notes, the "Notes") issued by TVIA pursuant to that certain Ind

Exchange and Purchase Agreement (April 20th, 2017)

INDENTURE, dated as of [*], 2017, is among Gevo, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, and having its principal executive office at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, as Issuer (the Issuer or Company), the guarantors listed on the signature page hereof (each, a Guarantor and, collectively, the Guarantors) and Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the Trustee) and as Collateral Trustee (in such capacity, the Collateral Trustee).

Midatech Pharma Plc – Loan Agreement -- Midatech (April 6th, 2017)

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk ("[***]") to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

Recitals (March 9th, 2017)

WHEREAS, on August 5, 2015, SunEdison Inc and certain of its direct and indirect subsidiaries (other than GLBL and TERP (each defined below)) consummated the initial public offering of Class A common stock of GLBL Inc (the Class A Common Stock), after giving effect to which SunEdison (defined below) (i) retained Class B common stock of GLBL Inc (the Class B Common Stock), and (ii) entered into a limited liability company agreement with GLBL LLC and other related agreements with GLBL (the IPO Arrangements) setting forth various rights of GLBL and SunEdison Inc and certain of its direct and indirect subsidiaries;

Recitals (March 9th, 2017)

WHEREAS, on July 23, 2014, SunEdison Inc and certain of its direct and indirect subsidiaries (other than TERP and GLBL (each defined below)) consummated the initial public offering of Class A common stock of TERP Inc (the Class A Common Stock), after giving effect to which SunEdison (defined below) (i) retained Class B common stock of TERP Inc (the Class B Common Stock), and (ii) entered into a limited liability company agreement with TERP LLC and other related agreements with TERP (the IPO Arrangements) setting forth various rights of TERP and SunEdison Inc and certain of its direct and indirect subsidiaries;

Merger and Sponsorship Transaction Agreement (March 7th, 2017)

This MERGER AND SPONSORSHIP TRANSACTION AGREEMENT (hereinafter called this "Agreement"), dated as of March 6, 2017, is by and among TerraForm Power, Inc., a Delaware corporation (the "Company"), Orion US Holdings 1 L.P., a Delaware limited partnership ("Sponsor"), and BRE TERP Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Sponsor ("Merger Sub"), with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations").

In the United States Bankruptcy Court for the Northern District of Texas Dallas Division (March 6th, 2017)

Each of CHC Group Ltd., 6922767 Holding SARL, Capital Aviation Services B.V., CHC Cayman ABL Borrower Ltd., CHC Cayman ABL Holdings Ltd., CHC Cayman Investments I Ltd., CHC Den Helder B.V., CHC Global Operations (2008) ULC, CHC Global Operations Canada (2008) ULC, CHC Global Operations International ULC, CHC Helicopter (1) S.a r.l., CHC Helicopter (2) S.a r.l., CHC Helicopter (3) S.a r.l., CHC Helicopter (4) S.a r.l., CHC Helicopter (5) S.a r.l., CHC Helicopter Australia Pty Ltd, CHC Helicopter Holding S.a r.l., CHC Helicopter S.A., CHC Helicopters (Barbados) Limited, CHC Helicopters (Barbados) SRL, CHC Holding (UK) Limited, CHC Holding NL B.V., CHC Hoofddorp B.V., CHC Leasing (Ireland) Limited ( n/k/a CHC Leasing (Ireland) Designated Activity Company), CHC Netherlands B.V., CHC Norway Acquisition Co AS, Heli-One (Netherlands) B.V., Heli-One (Norway) AS, Heli-One (U.S.) Inc., Heli-One (UK) Limited, Heli-One Canada ULC, Heli-One Holdings (UK) Limited, Heli-One Leasing (Norway) AS, Heli-

Carbo Ceramics, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 2, 2017 Among CARBO CERAMICS INC. As Borrower, Wilks Brothers, LLC, as Administrative Agent and THE LENDERS NAMED HEREIN as Lenders (March 6th, 2017)

This AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 2, 2017 (the "Agreement") is among (a) CARBO Ceramics Inc., a Delaware corporation (the "Borrower"), (b) the Guarantors party hereto, (c) the Lenders (as defined below), and (d) Wilks Brothers, LLC, as Administrative Agent (as defined below) for the Lenders.

Carbo Ceramics, Inc. – Warrant (March 6th, 2017)

This WARRANT dated as of March 2, 2017 (the "Warrant"), between CARBO Ceramics Inc., a Delaware corporation (the "Company"), and Wilks Brothers, LLC, a Texas limited liability company (the "Initial Holder" and the Initial Holder and any person who acquires this Warrant in accordance with the restrictions set forth herein, the "Holder").

Carbo Ceramics, Inc. – (I) Acquire, Offer to Acquire or Agree to Acquire Beneficial Ownership of Any Voting Securities That Would Result in the Stockholder, Together With the Stockholder's Affiliates, Beneficially Owning Voting Securities in Excess of Fifteen Percent (15%) of the Voting Securities Outstanding at Such Time (The "Ownership Limit"); (Ii) Acquire, Offer to Acquire or Agree to Acquire the Company or Any Assets of the Company or Any of Its Subsidiaries That Are Material to the Operations, Financial Condition or Prospects of the Company and Its Subsidiaries, Taken as a Whole; (Iii) Initiate or Make a Propo (March 6th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of March 2, 2017 (this "Agreement"), is by and between CARBO Ceramics Inc., a Delaware corporation, (the "Company"), and Wilks Brothers, LLC.

Carbo Ceramics, Inc. – Registration Rights Agreement (March 6th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of March 2, 2017 (this "Agreement"), is by and between CARBO Ceramics Inc., a Delaware corporation, (the "Company"), and Wilks Brothers, LLC.