DLA Piper Sample Contracts

2,500,000 Shares* LANTRONIX, INC. Common Stock UNDERWRITING AGREEMENT (September 19th, 2018)
Loan and Security Agreement (September 12th, 2018)

THIS LOAN AND SECURITY AGREEMENT is dated as of April 19, 2018, among SUPER MICRO COMPUTER, INC., a Delaware corporation ("SMCI", together with any other party joined hereto after the U.S. Closing Date as a "U.S. Borrower", individually, each a "U.S. Borrower" and collectively, the "U.S. Borrowers"), upon the Dutch Closing Date (as defined below), SUPER MICRO COMPUTER B.V., a private limited liability company formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792 ("SMCI BV", together with any other party joined hereto after the Dutch Closing Date as a "Dutch Borrower", individually, each a "Dutch Borrower" and collectively, the "Dutch Borrowers", and together with U.S. Borrowers, individually, a "Borrower" and, collectively, the "Borrowers"), 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 admi

Pebblebrook Hotel Trust and LaSalle Hotel Properties Announce Agreement for Strategic Combination to Create Premier, Best-In-Class Lodging REIT (September 7th, 2018)

Bethesda, MD - September 6, 2018 - Pebblebrook Hotel Trust (NYSE: PEB) ("Pebblebrook") and LaSalle Hotel Properties (NYSE: LHO) ("LaSalle") today jointly announced that they have entered into a definitive merger agreement under which Pebblebrook will acquire 100% of LaSalle's outstanding common shares (the "Pebblebrook-LaSalle Agreement"). LaSalle has terminated its previously announced merger agreement with affiliates of The Blackstone Group L.P. (NYSE: BX) ("Blackstone") (the "Blackstone-LaSalle Agreement") following receipt of a waiver of Blackstone's four business day period during which it could have proposed amendments to the terms of the Blackstone-LaSalle Agreement. LaSalle has canceled its special meeting of LaSalle shareholders previously scheduled for September 6, 2018 relating to the Blackstone-LaSalle Agreement.

AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE OPERATING PARTNERSHIP, L.P. Dated as of September 6, 2018 (September 7th, 2018)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of September 6, 2018, by and among: Pebblebrook Hotel Trust, a Maryland real estate investment trust ("Parent"); Pebblebrook Hotel, L.P., a Delaware limited partnership ("Parent OP"); Ping Merger Sub, LLC, a Maryland limited liability company ("Merger Sub"); Ping Merger OP, LP, a Delaware limited partnership ("Merger OP" and, collectively with Parent, Parent OP and Merger Sub, the "Parent Parties"); LaSalle Hotel Properties, a Maryland real estate investment trust (the "Company"); and LaSalle Operating Partnership, L.P., a Delaware limited partnership and whose sole general partner is the Company (the "Operating Partnership" and, together with the Company, the "Company Parties"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

Lasalle Hotel Properties – AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of September 6, 2018 (September 6th, 2018)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of September 6, 2018, by and among: Pebblebrook Hotel Trust, a Maryland real estate investment trust (Parent); Pebblebrook Hotel, L.P., a Delaware limited partnership (Parent OP); Ping Merger Sub, LLC, a Maryland limited liability company (Merger Sub); Ping Merger OP, LP, a Delaware limited partnership (Merger OP and, collectively with Parent, Parent OP and Merger Sub, the Parent Parties); LaSalle Hotel Properties, a Maryland real estate investment trust (the Company); and LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership and whose sole general partner is the Company (the Operating Partnership and, together with the Company, the Company Parties). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

Lasalle Hotel Properties – Pebblebrook Hotel Trust and Lasalle Hotel Properties Announce Agreement for Strategic Combination to Create Premier, Best-In-Class Lodging Reit (September 6th, 2018)

BETHESDA, MD SEPTEMBER 6, 2018 Pebblebrook Hotel Trust (NYSE: PEB) (Pebblebrook) and LaSalle Hotel Properties (NYSE: LHO) (LaSalle) today jointly announced that they have entered into a definitive merger agreement under which Pebblebrook will acquire 100% of LaSalles outstanding common shares (the Pebblebrook-LaSalle Agreement). LaSalle has terminated its previously announced merger agreement with affiliates of The Blackstone Group L.P. (NYSE: BX) (Blackstone) (the Blackstone-LaSalle Agreement) following receipt of a waiver of Blackstones four business day period during which it could have proposed amendments to the terms of the Blackstone-LaSalle Agreement. LaSalle has canceled its special meeting of LaSalle shareholders previously scheduled for September 6, 2018 relating to the Blackstone-LaSalle Agreement.

Guardant Health, Inc. – Amended and Restated Investors' Rights Agreement (September 6th, 2018)

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the "Agreement") is made as of the 9th day of May, 2017, by and among Guardant Health, Inc., a Delaware corporation (the "Company") and the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor" and collectively as the "Investors".

Guardant Health, Inc. – Contract (September 6th, 2018)

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Oasis Midstream Partners LP – First Amendment to Credit Agreement Dated as of August 27, 2018 Among Oasis Midstream Partners Lp, as Parent, Omp Operating Llc, as Borrower, the Guarantors, Wells Fargo Bank, N.A., as Administrative Agent and Issuing Bank, and the Lenders Party Hereto (August 31st, 2018)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") dated as of August 27, 2018, is among OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the "Parent"); OMP OPERATING LLC, a Delaware limited liability company (the "Borrower"); the other Guarantors listed on the signature pages hereto; each of the Lenders party hereto; and WELLS FARGO BANK, N.A. (individually, "Wells Fargo Bank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and as the issuing bank (in such capacity, the "Issuing Bank").

Guardant Health, Inc. – Contract (August 24th, 2018)

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Immunomedics, Inc. – License Agreement (August 23rd, 2018)

This License Agreement (the "Agreement") is effective as of April 4, 2018 (the "Effective Date"), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation ("TSRI"), and IMMUNOMEDICS, INC., a Delaware corporation ("Licensee"), each located at the respective address set forth in Section 13.15 below, with respect to the facts set forth below.

Herbalife – CREDIT AGREEMENT Dated as of August 16, 2018 Among HLF FINANCING SaRL, LLC as Term Loan Borrower, HERBALIFE INTERNATIONAL, INC., HERBALIFE NUTRITION LTD., HLF FINANCING SaRL, LLC and HERBALIFE INTERNATIONAL LUXEMBOURG S.A R.L., as Revolver Borrowers, THE LENDERS PARTY HERETO, JEFFERIES FINANCE LLC, as Term Loan B Agent and Collateral Agent, COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Term Loan a Agent and Revolver Administrative Agent, JEFFERIES FINANCE LLC and COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Joint Lead Arrangers and Bookrunners for the Term Loan B Facility and COOPERATIEVE (August 22nd, 2018)
Madison Square Garden Co – Ground Lease (August 17th, 2018)

This GROUND LEASE (this "Lease"), dated as of July 16, 2018 (the "Lease Commencement Date"), is by and among Sands Arena Landlord LLC, a Nevada limited liability company (together with its permitted successors and assigns, "Lessor"), MSG Las Vegas, LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Lessee"), Venetian Casino Resort, LLC, a Nevada limited liability company ("VCR"), and MSG Sports & Entertainment, LLC, a Delaware limited liability company ("MSG S&E"). VCR and MSG S&E join in this Lease for the purposes set forth in Section 2.3. Lessor and Lessee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Dividend Capital Diversified Property Fund Inc. – Facilitation Fee Agreement (August 17th, 2018)

THIS FACILITATION FEE AGREEMENT (this Agreement) is to be effective for all purposes as of August 13, 2018, by and between Black Creek Exchange LLC, a Delaware limited liability company (BCX Sponsor) and Black Creek Diversified Property Advisors LLC, a Delaware limited liability company (DPF Advisor).

MESA AIR GROUP, INC. Common Stock UNDERWRITING AGREEMENT (August 14th, 2018)
Endologix Inc – CREDIT AGREEMENT by and Among DEERFIELD ELGX REVOLVER, LLC, as Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, ENDOLOGIX, INC., Each of Its Direct and Indirect Subsidiaries Listed on the Signature Pages Hereto and Any Additional Borrower That Hereafter Becomes Party Hereto, Each as Borrower, and Collectively as Borrowers Closing Date: August 9, 2018 (August 10th, 2018)
Endologix Inc – Amended and Restated Registration Rights Agreement (August 10th, 2018)
Endologix Inc – AMENDED AND RESTATED FACILITY AGREEMENT Dated as of August 9, 2018 by and Among Endologix, Inc., as the Borrower, the Other Loan Parties Party Hereto From Time to Time, the Lenders and Deerfield Private Design Fund IV, L.P., as Agent for Itself and the Lenders (August 10th, 2018)
Adma Biologics, Inc. – Share Transfer, Amendment and Release Agreement (August 10th, 2018)

THIS SHARE TRANSFER, AMENDMENT AND RELEASE AGREEMENT (this "Agreement"), dated as of May 14, 2018 (the "Execution Date"), is entered into by and among BIOTEST PHARMACEUTICALS CORPORATION, a Delaware corporation ("BPC"), ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company ("ADMA BioManufacturing"), ADMA BIOLOGICS, INC., a Delaware corporation ("ADMA Biologics" and, together with ADMA BioManufacturing, "ADMA")), ADMA BIO CENTERS GEORGIA INC., a Delaware corporation ("ADMA BioCenters"), BIOTEST AG, a company organized under the laws of Germany ("Biotest"), THE BIOTEST DIVESTITURE TRUST, a Maryland trust (the "Trust") and BIOTEST US CORPORATION, a Delaware corporation ("Biotest US"). Each of BPC, ADMA, ADMA BioCenters, Biotest, the Trust and Biotest US are sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties."

Rhythm Pharmaceuticals, Inc. – Contract (August 9th, 2018)

This Second Amendment to Lease (this Second Amendment) is made as of August 6, 2018 (the Effective Date) by and between 500 BOYLSTON & 222 BERKELEY OWNER (DE), a Delaware limited liability company, having an office at c/o Oxford Properties Group, 125 Summer Street, Boston, Massachusetts 02110 (Landlord), and RHYTHM PHARMACEUTICALS, INC., a Delaware corporation, having an office at 500 Boylston Street, 11th Floor, Boston, Massachusetts 02116 (Tenant).

Guaranty Fee Agreement (August 9th, 2018)

This Guaranty Fee Agreement (this "Agreement") sets forth the terms of a guaranty fee arrangement entered into and made effective as of August 7, 2018 ("the Effective Date") by and between the Guarantor, as defined below, and Determine, Inc., a Delaware corporation (the "Company" and, collectively with the Guarantor, the "Parties" and each a "Party").

Q2 Holdings, Inc. – Agreement and Plan of Merger by and Among Q2 Software, Inc. Montana Merger Subsidiary, Inc. Cloud Lending, Inc. And Fortis Advisors Llc, as Equityholder Representative August 6, 2018 (August 8th, 2018)
AudioEye – Securities Purchase Agreement (August 7th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of [_____], 2018, between AudioEye, 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").

MESA AIR GROUP, INC. Common Stock UNDERWRITING AGREEMENT (August 6th, 2018)
SHARE PURCHASE AGREEMENT BETWEEN SYSTEMAX NETHERLANDS BV as Seller AND BECHTLE E-Commerce HOLDING AG as Buyer (August 3rd, 2018)
AGREEMENT AND PLAN OF MERGER Dated as of August 1, 2018 by and Among FOCUS BRANDS INC., JAY MERGER SUB INC. And JAMBA, INC. (August 2nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER dated as of August 1, 2018 (this Agreement), by and among Focus Brands Inc., a Delaware corporation (Parent), Jay Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and Jamba, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Dated July 3, 49T2018 49TROYAL CARIBBEAN CRUISES LTD. (1) (As Borrower) 49TKFW IPEX-BANK GMBH (2) (As Hermes Agent) 49TKFW IPEX-BANK GMBH (3) (As Facility Agent and Documentation Agent) 49TBNP PARIBAS FORTIS SA/NV (4) (As Finnvera Agent) 49TKFW IPEX-BANK GMBH (5) (As Initial Mandated Lead Arranger) 49TBNP PARIBAS FORTIS SA/NV (6) HSBC BANK PLC COMMERZBANK AG, NEW YORK BRANCH BANCO SANTANDER S.A. (As Other Mandated Lead Arrangers) 49TBANCO BILBAO VIZCAYA ARGENTARIA, S.A, (7) NIEDERLASSUNG DEUTSCHLAND BAYERISCHE LANDESBANK, NEW YORK BRANCH DZ BANK AG, NEW YORK BRANCH JPMORGAN CHASE BANK, N.A., L (August 2nd, 2018)
Amendment No. 1 in Connection With the Credit Agreement in Respect of ICON 2 Hull No. 1401 (August 2nd, 2018)
ConforMIS Inc – Fourth Amendment to Loan and Security Agreement (August 2nd, 2018)

THIS FOURTH AMENDMENT to Loan and Security Agreement (this "Amendment") is entered into as of July 31, 2018, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a "Lender" and collectively, the "Lenders") including Oxford in its capacity as a Lender and CONFORMIS, INC., a Delaware corporation ("Conformis") and IMATX, INC., a California corporation ("ImaTx" and individually, collectively, jointly and severally with Conformis, "Existing Borrower") and CONFORMIS CARES LLC, a Delaware limited liability company ("New Borrower" and together with Existing Borrower, individually, collectively, jointly and severally, "Borrower"), each with offices located at 600 Technology Park Drive, Billerica, Massac

Carlyle Group L.P. – AMENDED AND RESTATED OFFICE LEASE by and Between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA for the Benefit of Its Real Estate Account ("Landlord") and CARLYLE INVESTMENT MANAGEMENT L.L.C. ("Tenant") Dated as Of (August 1st, 2018)

THIS AMENDED AND RESTATED OFFICE LEASE (this "Lease") is made as of June 14th, 2018 ("Effective Date") between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, for the benefit of its Real Estate Account ("Landlord"), and the CARLYLE INVESTMENT MANAGEMENT L.L.C., a Delaware limited liability company ("Tenant"). Tenant and Landlord may be referred to herein each individually as a "Party" and together, as the "Parties".

OncoCyte Corp – Securities Purchase Agreement (August 1st, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of July 26, 2018 between OncoCyte Corporation, a California corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

AudioEye – Placement Agent Agreement (July 31st, 2018)

Subject to the terms and conditions herein (this "Agreement"), AudioEye, a Delaware corporation (the "Company"), hereby agrees to sell up to an aggregate of 26,000,000 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock") (such Common Stock sold in the Offering (as defined below), the "Securities") directly to various investors (each, an "Investor" and, collectively, the "Investors") through B. Riley FBR, Inc., as placement agent (the "Placement Agent"). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement, shall be collectively referred to herein as the "Transaction Documents." The purchase price to the Investors for each Share is $0.25. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

STAG Industrial, Inc. – Second Amendment to Amended and Restated Term Loan Agreement (July 31st, 2018)

This AMENDED AND RESTATED TERM LOAN AGREEMENT (the Agreement) is entered into as of December 20, 2016, among STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), STAG INDUSTRIAL, INC., a Maryland corporation and the sole member of the sole general partner of the Borrower (the Parent), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent.

Fortive Corp – TRANSACTION AGREEMENT by and Among ATHENA SUPERHOLDCO, INC., TLFN HOLDING II COMPANY, GILBARCO CATLOW LLC, GRYPHON MERGER SUB INC., GENSTAR CAPITAL VII, L.P., Solely in Its Capacity as the Seller Representative and FORTIVE CORPORATION, Solely in Its Capacity as the Parent Guarantor July 30, 2018 (July 31st, 2018)
STAG Industrial, Inc. – First Amendment to Term Loan Agreement (July 31st, 2018)

This TERM LOAN AGREEMENT (the Agreement) is entered into as of July 28, 2017, among STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), STAG INDUSTRIAL, INC., a Maryland corporation and the sole member of the sole general partner of the Borrower (the Parent), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), CAPITAL ONE, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., as the Administrative Agent.