Cooley Sample Contracts

SendGrid, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SENDGRID, INC., TWILIO INC. And TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 (October 16th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the Company), Twilio Inc., a Delaware corporation (Parent), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Twilio Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SENDGRID, INC., TWILIO INC. And TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 (October 16th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the Company), Twilio Inc., a Delaware corporation (Parent), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Synthetic Biologics, Inc. Underwriting Agreement (October 15th, 2018)

The undersigned, Synthetic Biologics, Inc., a corporation formed under the laws of the State of Nevada (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 Synthetic Biologics, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Voting Agreement (October 12th, 2018)

This VOTING AGREEMENT (this "Agreement") is entered into as of October 11, 2018, between Adynxx, Inc., a Delaware corporation ("Company"), and the undersigned (the "Stockholder").

Agreement and Plan of Merger and Reorganization (October 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of October 11, 2018 (this "Agreement"), by and among ALLIQUA BIOMEDICAL, INC. a Delaware corporation ("Parent"), EMBARK MERGER SUB INC., a Delaware corporation ("Merger Sub") and ADYNXX, INC., a Delaware corporation ("Company"). Parent, Merger Sub and Company are each a "Party" and referred to collectively herein as the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A.

Genesis Energy, L.P. – Eighth Amendment to Fourth Amended and Restated Credit Agreement (October 11th, 2018)
Synthetic Biologics, Inc. Underwriting Agreement (October 10th, 2018)

The undersigned, Synthetic Biologics, Inc., a corporation formed under the laws of the State of Nevada (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 Synthetic Biologics, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Synthetic Biologics, Inc. Underwriting Agreement (October 10th, 2018)

The undersigned, Synthetic Biologics, Inc., a corporation formed under the laws of the State of Nevada (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 Synthetic Biologics, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Targeted Genetics Corporation – [*] Shares of Common Stock Pre-Funded Warrants to Purchase [*] Shares of Common Stock and Warrants to Purchase [*] Shares of Common Stock AMPLIPHI BIOSCIENCES CORPORATION UNDERWRITING AGREEMENT (October 9th, 2018)

AmpliPhi Biosciences Corporation, a Washington corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to H.C. Wainwright & Co., LLC, as representative (the "Representative") of the several underwriters named in Schedule I hereto (each, an "Underwriter"), an aggregate of (a) [*] authorized but unissued shares (the "Firm Shares") of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), (b) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of [*] shares of Common Stock at an exercise price of $0.01 per share and (c) warrants to purchase up to an aggregate of [*] shares of Common Stock (the "Firm Warrants" and, collectively with the Firm Shares and the Pre-Funded Warrants, the "Firm Securities"). The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to

Targeted Genetics Corporation – Thomas A. Coll collta@cooley.com October 9, 2018 AmpliPhi Biosciences Corporation (October 9th, 2018)

We have acted as counsel to AmpliPhi Biosciences Corporation, a Washington corporation, (the "Company"), in connection with the filing of a registration statement (No. 333-226959) on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the "Prospectus"), covering an underwritten public offering of (i) up to an aggregate of 15,180,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), or pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), (ii) warrants to purchase up to 15,180,000 shares of Common Stock (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants"), and (iii) up to 28,380,000 shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"; together with the Shares and the Warrants, the "Securities"). The Securities are to be sold by the Company as des

Bellicum Pharmaceuticals, Inc – Open Market Sale Agreementsm (October 5th, 2018)
PhaseBio Pharmaceuticals Inc – Phasebio Pharmaceuticals, Inc. Indemnification Agreement (October 5th, 2018)
Kempharm, Inc – Exchange Agreement (October 5th, 2018)
Orchard Rx Ltd – DATED 2 August 2018 UNIQUE DIAMOND INVESTMENTS LIMITED (1) F-Prime CAPITAL PARTNERS HEALTHCARE FUND IV LP (2) F-Prime CAPITAL PARTNERS HEALTHCARE FUND IV-A LP (3) SCOTTISH MORTGAGE INVESTMENT TRUST PLC (4) TLS BETA PTE LTD (5) COWEN HEALTHCARE INVESTMENTS II LP (6) GLAXO GROUP LIMITED (7) and ORCHARD THERAPEUTICS LIMITED (8) DEED OF AMENDMENT AND RESTATEMENT Relating to an INVESTMENT AND SHAREHOLDERS AGREEMENT in Respect of the Entire Issued Share Capital of ORCHARD THERAPEUTICS LIMITED (October 4th, 2018)
8,333,334 Shares Epizyme, Inc. UNDERWRITING AGREEMENT (October 3rd, 2018)
Equillium, Inc. – [*] Shares Equillium, Inc. UNDERWRITING AGREEMENT (October 2nd, 2018)
Allogene Therapeutics, Inc. – ASSET CONTRIBUTION AGREEMENT BY AND BETWEEN PFIZER INC. AND ALLOGENE THERAPEUTICS, INC. Dated as of April 2, 2018 (October 2nd, 2018)
Allogene Therapeutics, Inc. – Allogene Therapeutics, Inc. Common Stock Underwriting Agreement (October 2nd, 2018)
Synthetic Biologics, Inc. Underwriting Agreement (October 2nd, 2018)

The undersigned, Synthetic Biologics, Inc., a corporation formed under the laws of the State of Nevada (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 Synthetic Biologics, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Ngm Biopharmaceuticals Inc – Research Collaboration, Product Development and License Agreement (September 28th, 2018)
Ngm Biopharmaceuticals Inc – Contract (September 28th, 2018)
Linn Energy – Third Amendment to Credit Agreement (September 27th, 2018)
Anaptysbio Inc – 2,200,000 Shares ANAPTYSBIO, INC. Common Stock, Par Value $0.001 Per Share UNDERWRITING AGREEMENT (September 26th, 2018)
Cerecor Inc. – AGREEMENT AND PLAN OF MERGER Among CERECOR, INC., ITX MERGER SUB, INC., SECOND ITX MERGER SUB, LLC, ICHORION THERAPEUTICS, INC., and DAVID MAIZENBERG, as Holders Representative September 24, 2018 (September 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of September 24, 2018, by and among Cerecor, Inc., a Delaware corporation (Parent), ITX Merger Sub, Inc., a Delaware corporation (Merger Sub I), Second ITX Merger Sub, LLC, a Delaware limited liability company (Merger Sub II and together with Merger Sub I, Merger Subs), Ichorion Therapeutics, Inc., a Delaware corporation (the Company) and David Maizenberg, as Holders Representative. Each of Parent, Merger Sub I, Merger Sub II, the Company and Holders Representative may be individually referred to herein as a Party and collectively referred to herein as the Parties.

Ur Energy Inc – UR-ENERGY INC. 12,195,122 Common Shares (No Par Value) and Warrants to Purchase 6,097,561 Common Shares Underwriting Agreement (September 25th, 2018)
Charles J. Bair (September 24th, 2018)

You have requested our opinion, as counsel to Biocept, Inc., a Delaware corporation (the "Company"), with respect to certain matters in connection with the offering by the Company of 642,438 shares (the "Shares") of common stock of the Company (the "Common Stock") and warrants (the "Warrants") to purchase up to 120,000 shares of Common Stock (the "Warrant Shares", and, collectively with the Shares, the "Securities") pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-224946) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the prospectus dated May 24, 2018 (the "Base Prospectus"), and the prospectus supplement dated September 21, 2018, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the "Prospectus"). The Shares, the Warrants and the Warrant Shares are to be sold by the C

Linn Energy – Second Amendment to Credit Agreement (September 24th, 2018)
Linn Energy – Credit Agreement Dated as of September 5, 2017 Among Roan Resources Llc, as the Borrower, and the Lenders Party Hereto, Citibank, N.A., as Administrative Agent and a Letter of Credit Issuer, Pnc Bank, National Association and Barclays Bank Plc, as Co- Syndication Agents Jpmorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents Citigroup Global Markets, Inc. And Rbc Capital Markets Llc, as Joint Lead Arrangers and Citigroup Global Markets Inc. As Bookrunner (September 24th, 2018)
Securities Purchase Agreement (September 24th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of September 20, 2018, between Biocept, 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").

Versartis, Inc. – Sublease (September 20th, 2018)
SI-BONE, Inc. – LOAN AGREEMENT Dated as of October 13, 2017 Between SI-BONE, INC. (As Borrower), and BIOPHARMA CREDIT INVESTMENTS IV SUB LP (As Lender) (September 20th, 2018)
Targeted Genetics Corporation – Thomas A. Coll collta@cooley.com September 18, 2018 AmpliPhi Biosciences Corporation (September 18th, 2018)

We have acted as counsel to AmpliPhi Biosciences Corporation, a Washington corporation, (the "Company"), in connection with the filing of a registration statement (No. 333-226959) on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the "Prospectus"), covering an underwritten public offering of (i) up to 14,030,000 shares of the Company's common stock, par value $0.01 per share (the "Shares"), and (ii) warrants (the "Warrants") to purchase up to 12,200,000 shares of common stock (the "Warrant Shares"). The Shares include those that may be acquired upon exercise of an option granted to the underwriter of the offering to purchase up to 1,830,000 Shares. The Shares, the Warrants and the Warrant Shares are to be sold by the Company as described in the Registration Statement.

Entasis Therapeutics Ltd – Indemnification Agreement (September 18th, 2018)

THIS INDEMNIFICATION AGREEMENT (the Agreement) is made and entered into as of [ ], 2018 between Entasis Therapeutics Holdings Inc., a Delaware corporation (the Company), and [ ] (Indemnitee).

Entasis Therapeutics Ltd – Entasis Therapeutics Holdings Inc. Registration Rights Agreement (September 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the 14th day of September, 2018, by and among Entasis Therapeutics Holdings Inc., a corporation organized under the laws of the State of Delaware (the Company), and the investors listed on Schedule A hereto, referred to hereinafter as the Investors and each individually as an Investor.

Allogene Therapeutics, Inc. – ASSET CONTRIBUTION AGREEMENT BY AND BETWEEN PFIZER INC. AND ALLOGENE THERAPEUTICS, INC. Dated as of April 2, 2018 (September 14th, 2018)