DLA Piper Sample Contracts

Cleaner Yoga Mat, Inc. – Registration Rights Agreement (June 15th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, INC., a Delaware corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its 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").

Cleaner Yoga Mat, Inc. – Registration Rights Agreement (June 15th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, INC., a Delaware corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its 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").

JPMDB Commercial Mortgage Securities Trust 2018-C8 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 15th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note

Immunomedics, Inc. – IMMUNOMEDICS, INC. 11,500,000 Shares of Common Stock UNDERWRITING AGREEMENT (June 15th, 2018)
Reata Pharmaceuticals Inc – Amended and Restated Loan and Security Agreement (June 14th, 2018)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of June 14, 2018 (the "Effective Date") by and among 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 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 ("Bank" or "SVB") (each a "Lender" and collectively, the "Lenders"), and REATA PHARMACEUTICALS, INC., a Delaware corporation with offices located at 2801 Gateway Drive, Suite 150, Irving, TX 75063 ("Borrower"), amends and restates in its entirety that certain Loan and Security Agreement dated as of March 31, 2017 by and am

Stock Repurchase Agreement (June 12th, 2018)

THIS STOCK REPURCHASE AGREEMENT (this "Agreement") is entered into as of June 7, 2018 by and between lululemon athletica inc., a Delaware corporation (the "Company"), and each of the entities identified on Schedule 1 hereto (each a "Seller" and collectively, the "Sellers").

Adma Biologics, Inc. – 8,368,200 Shares* ADMA Biologics, Inc. Common Stock UNDERWRITING AGREEMENT (June 8th, 2018)
Kimbell Royalty Partners, LP – SERIES a PREFERRED UNIT PURCHASE AGREEMENT Among KIMBELL ROYALTY PARTNERS, LP and THE SEVERAL PURCHASERS PARTY HERETO May 28, 2018 (June 1st, 2018)

This Series A Preferred Unit Purchase Agreement, dated as of May 28, 2018 (this Agreement), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), and AA Direct, L.P., a Delaware limited partnership, AP KRP Holdings, L.P., a Delaware limited partnership, AIE III Investments, L.P., a Delaware limited partnership, Apollo Kings Alley Credit SPV, L.P., a Delaware limited partnership, Apollo SPN Investments I (Credit), LLC, a Delaware limited liability company, Apollo Thunder Partners, L.P., a Delaware limited partnership, ATCF Subsidiary (DC), LLC, a Delaware limited liability company, Apollo Union Street SPV, L.P., a Delaware limited partnership, Zeus Strategic US Holdings, L.P., a Delaware limited partnership, and Apollo Lincoln Private Credit Fund, L.P., a Delaware limited partnership (such entities listed after the Partnership, each, a Purchaser and collectively, the Purchasers).

Kimbell Royalty Partners, LP – SECURITIES PURCHASE AGREEMENT Among HAYMAKER MINERALS & ROYALTIES, LLC, HAYMAKER SERVICES, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of May 28, 2018 (June 1st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2018 (the Execution Date), is among Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (Seller), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and, solely for the purpose of Section 6.20, Haymaker Services, LLC, a Delaware limited liability company (Services). Seller, Buyer and Services are sometimes referred to herein individually as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – SECURITIES PURCHASE AGREEMENT Among HAYMAKER RESOURCES, LP, HAYMAKER SERVICES, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of May 28, 2018 (June 1st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2018 (the Execution Date), is among Haymaker Resources, LP, a Delaware limited partnership (Seller), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and, solely for the purpose of Section 6.20, Haymaker Services, LLC, a Delaware limited liability company (Services). Seller, Buyer and Services are sometimes referred to herein individually as a Party and collectively as the Parties.

EverQuote, Inc. – Amended and Restated Investors Rights Agreement (June 1st, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 30th day of June, 2016, by and among EVERQUOTE, INC., a Delaware corporation (the Company), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an Investor and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Wyndham Hotels & Resorts, Inc. – CREDIT AGREEMENT Dated as of May 30, 2018 Among (May 31st, 2018)

This CREDIT AGREEMENT is entered into as of May 30, 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the Borrower), Bank of America, N.A. (Bank of America), as Administrative Agent, Collateral Agent and each lender from time to time party hereto, including, in the case of any Term B Lender if Prior Spin-Off occurs, pursuant to a joinder hereto on the Term Loan Closing Date in the form of Exhibit N hereto (a Term B Loan Joinder) (collectively, the Lenders and individually, a Lender).

CREDIT AGREEMENT Dated as of May 30, 2018 Among (May 31st, 2018)

This CREDIT AGREEMENT is entered into as of May 30, 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the Borrower), Bank of America, N.A. (Bank of America), as Administrative Agent, Collateral Agent and each lender from time to time party hereto, including, in the case of any Term B Lender if Prior Spin-Off occurs, pursuant to a joinder hereto on the Term Loan Closing Date in the form of Exhibit N hereto (a Term B Loan Joinder) (collectively, the Lenders and individually, a Lender).

Stock Purchase Agreement by and Among the Brink's Company, Dunbar Armored, Inc., the Sellers, and the Sellers' Representative Identified Herein (May 31st, 2018)

THIS STOCK PURCHASE AGREEMENT, dated as of May 30, 2018 (this "Agreement"), by and among The Brink's Company, a Virginia corporation (the "Purchaser"), Dunbar Armored, Inc., a Maryland corporation (the "Company"), the stockholders of the Company listed on Exhibit A hereto (individually, a "Seller" and, collectively, the "Sellers"), and Kevin R. Dunbar solely in his capacity as the representative of the Sellers hereunder (collectively, the "Sellers' Representative"). Certain terms used in this Agreement are defined in Section 10.1.

MeiraGTx Holdings plc – Agreement and Plan of Merger (May 29th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into on this 31st day of December, 2015 (the Effective Date) by and between MeiraGTx Acquisition Corporation, a Delaware corporation (Merger Sub), BRI-Alzan Inc., a Delaware corporation (the Company), F-Prime Inc. (f/k/a Fidelity Biosciences Corp.), a Delaware corporation with the address of its principal office set forth on the signature page hereto (Fidelity), Gregory Petsko, an individual resident at the address set forth on the signature page hereto (Petsko), Dagmar Ringe, an individual resident at the address set forth on the signature page hereto (Ringe), and Brandeis University, a not-for-profit corporation duly incorporated and existing under the laws of the Commonwealth of Massachusetts with the address of its principal office set forth on the signature page hereto (Brandeis and together with Fidelity, Petsko and Ringe, each, a Seller and, collectively, the Sellers), Fidelity, solely in its capacity as agent for the

Mitek System Inc. – SHARE PURCHASE AGREEMENT by and Among the Shareholders of A2iA Group II, S.A.S., Mitek Systems, Inc. (May 23rd, 2018)

This SHARE PURCHASE AGREEMENT (as amended or modified in accordance with its terms, this "Agreement") is made and entered into as of May 23, 2018 by and among: (i) the equity holders of A2iA Group II, S.A.S., a societe par actions simplifiee organized under the laws of France ("A2iA") set forth on the signature pages hereto (each, a "Seller" and collectively, the "Sellers" acting individually and not jointly for the purpose hereof); (ii) Mitek Systems, Inc., a Delaware corporation ("Buyer"); and (iii) Andera Partners, S.C.A., a societe en commandite par actions organized under the laws of France, as the representative of the Sellers (the "Sellers' Representative"). Capitalized terms used in this Agreement and not otherwise defined are defined in Exhibit A.

April 3, 2018 SECOND AMENDMENT AND ACCESSION AGREEMENT (May 22nd, 2018)

Xella International S.A., a Luxembourg stock corporation, registered with the Luxembourg Trade and Companies Register under number B 139.488 with business address at 2, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg,

Lasalle Hotel Properties – AGREEMENT AND PLAN OF MERGER BY AND AMONG: BRE LANDMARK PARENT L.P., BRE LANDMARK L.P., BRE LANDMARK ACQUISITION L.P., LASALLE HOTEL PROPERTIES and LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of May 20, 2018 (May 21st, 2018)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of May 20, 2018, by and among: BRE Landmark Parent L.P., a Delaware limited partnership (Parent); BRE Landmark L.P., a Delaware limited partnership (Merger Sub); BRE Landmark Acquisition L.P., a Delaware limited partnership (Merger OP and, collectively with Parent 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.

Escalade, Incorporated – DATED 15 May 2018 Between GOLDCUP 16681 AB (Under Name Change to STIGA SPORTS HOLDING AB) -And- ESCALADE, INCORPORATED SHARE PURCHASE AGREEMENT Regarding Shares in STIGA SPORTS GROUP AB CONTENTS (May 17th, 2018)

1 DEFINITIONS AND INTERPRETATION 3 2 SALE AND PURCHASE 4 3 PURCHASE PRICE 4 4 CLOSING 5 5 WAIVER 6 6 SELLER'S WARRANTIES 6 7 LIMITATIONS 7 8 CERTAIN UNDERTAKINGS 7 9 MISCELLANEOUS 9 10 GOVERNING LAW AND DISPUTES 10

SAILFISH ENERGY HOLDINGS Corp – Registration Rights Agreement (May 16th, 2018)

This Agreement is entered into in connection with the Exchange Agreement, dated as of November 21, 2017 (the Exchange Agreement), among the Issuers, Stone Energy Corporation, a Delaware corporation (Stone), Sailfish Energy Holdings Corporation, a Delaware Corporation, the lenders listed on Schedule A thereto, the lenders listed on Schedule B thereto, the noteholders listed on Schedule C thereto and the noteholders listed on Schedule D thereto, pursuant to which, among other things, (i) the holders of the Issuers second lien bridge loans exchanged their bridge loans for the Notes and (ii) Franklin and MacKay exchanged the 7.500% Senior Secured Notes due 2022 issued by Stone (the Stone Notes) held by them for the Notes. In addition, the Issuers effected a tender offer and consent solicitation for the Stone Notes held by holders other than Franklin and MacKay (those holders, other than the Exchange Agreement Holders, that validly tendered Stone Notes in the tender offer and consent solici

Phillips Edison Grocery Center REIT III, Inc. – Dealer Manager Agreement (May 16th, 2018)

Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the "Company"), is registering for public sale a maximum of up to $1.7 billion in shares (the "Shares") of its common stock, $0.01 par value per share (the "Offering"), to be issued and sold (consisting of up to $1.5 billion in any combination of Class T shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.42 per share, Class I shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.00 per share, and $0.2 billion in Class T and Class I shares to be offered pursuant to the Company's distribution reinvestment plan at a purchase price of $9.80 per share, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Company reserves the right to reallocate the Shares offered between the primary portion of the Offering and the distribution reinvestment plan, and among classes of

SAILFISH ENERGY HOLDINGS Corp – Exchange Agreement (May 16th, 2018)
Phillips Edison Grocery Center REIT III, Inc. – Amended and Restated Advisory Agreement by and Among Phillips Edison Grocery Center Reit Iii, Inc., Phillips Edison Grocery Center Operating Partnership Iii, L.P. And Peco-Griffin Reit Advisor, Llc (May 16th, 2018)
Vringo – Credit Agreement (May 15th, 2018)

CREDIT AGREEMENT, dated as of April 22, 2015, by and between XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the "Borrower') and ROCKMORE INVESTMENT MASTER FUND LTD. (the "Lender").

Avalara Inc – Avalara, Inc. Ninth Amended and Restated Investors Rights Agreement (May 11th, 2018)

THIS NINTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of September 12, 2016, by and among Avalara, Inc., a Washington corporation (the Company), and each of the investors listed on Schedule A hereto.

Avalara Inc – Avalara, Inc. Tenth Amended and Restated Voting Agreement (May 11th, 2018)

THIS TENTH AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of September 12, 2016, by and among Avalara, Inc., a Washington corporation (the Company), the holders of the Companys Series A Preferred Stock (Series A Preferred), Series A-1 Preferred Stock (Series A-1 Preferred), Series A-2 Preferred Stock (Series A-2 Preferred), Series B Preferred Stock (Series B Preferred), Series B-1 Preferred Stock (Series B-1 Preferred), Series C Preferred Stock (Series C Preferred), Series C-1 Preferred Stock (Series C-1 Preferred Stock), Series D Preferred Stock (Series D Preferred) Series D-1 Preferred Stock (Series D-1 Preferred) and Series D-2 Preferred Stock (Series D-2 Preferred) listed on Schedule A hereto and those certain shareholders of the Company listed on Schedule B and Schedule C hereto.

SeaSpine Holdings Corp – Seaspine Holdings Corporation Equity Distribution Agreement (May 11th, 2018)
Immunomedics, Inc. – Funding Agreement by and Between Immunomedics, Inc. And Rpi Finance Trust Dated as of January 7, 2018 (May 9th, 2018)

This FUNDING AGREEMENT, dated as of January 7, 2018 (this "Agreement"), is made and entered into by and between RPI FINANCE TRUST, a Delaware statutory trust (the "Buyer"), and IMMUNOMEDICS, INC., a Delaware corporation (the "Seller").

Immunomedics, Inc. – Immunomedics, Inc. Common Stock Purchase Agreement (May 9th, 2018)

THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of January 7, 2018 (the "Execution Date") by and between Immunomedics, Inc., a Delaware corporation (the "Company"), and RPI Finance Trust, a Delaware statutory trust (the "Investor").

OASIS PETROLEUM INC. 6.25% Senior Notes Due 2026 Purchase Agreement (May 4th, 2018)

Oasis Petroleum Inc., a Delaware 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"), $400,000,000 principal amount of its 6.25% Senior Notes due 2026 (the "Securities"). The Securities will be issued pursuant to an Indenture to be dated as of May 14, 2018, (the "Indenture"), between the Company, the guarantors listed in Schedule 2 hereto (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"). The Securities will be guaranteed on an unsecured senior basis pursuant to guarantees (the "Guarantees") by each of the Guarantors as set forth in the Indenture.

Carvana Co. – CARVANA CO. 11,000,000 Shares of Class a Common Stock UNDERWRITING AGREEMENT (May 1st, 2018)
Semiconductor Manufacturing International – Subscription Agreement (April 27th, 2018)
SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT Dated as of November 14, 2014 as Amended and Restated as of February 19, 2016 as Further Amended and Restated as of April 26, 2018 Among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., CME MEDIA ENTERPRISES B.V., (April 26th, 2018)

This Second Amended and Restated Reimbursement Agreement (this "Agreement"), dated as of November 14, 2014, as amended and restated as of February 19, 2016 (the "First Restatement Date") and as further amended and restated as of April 26, 2018 (the "Second Restatement Date"), is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda ("CME"), CME MEDIA ENTERPRISES B.V., a private company with limited liability incorporated under the laws of the Netherlands ("CME BV") and TIME WARNER INC., a Delaware corporation, as CME Credit Guarantor (the "CME Credit Guarantor") and Agent.

Contract (April 26th, 2018)

SECOND AMENDMENT, dated as of April 25, 2018 (this "Amendment"), to the CREDIT AGREEMENT, dated as of February 19, 2016, as amended by the Consent, Waiver, and First Amendment, dated as of June 22, 2017 (as further amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement"), among CME MEDIA ENTERPRISES B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam, the Netherlands ("Borrower"), CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda ("CME Guarantor"), TIME WARNER INC., a Delaware corporation ("Guarantor"), the several banks and other financial institutions from time to time party thereto (the "Lenders") and BNP PARIBAS, as administrative agent (the "Administrative Agent").

Lease Between Pdm 900 Unit, Llc and Alkermes, Inc. For Premises Located at 900 Winter Street Reservoir Woods, Waltham, Massachusetts (April 26th, 2018)

LEASE dated as of March 23, 2018 (the "Effective Date"), by and between PDM 900 Unit, LLC, a Delaware limited liability company (hereinafter called "Landlord"), and Alkermes, Inc., a Pennsylvania corporation (hereinafter called "Tenant").