Edwards Wildman Palmer Sample Contracts

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (August 15th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (July 31st, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (July 19th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (June 28th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (May 14th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

Biohaven Pharmaceutical Holding Co Ltd. – Page (April 24th, 2017)

THIS AGREEMENT (the Agreement) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (YALE), and BioHaven Pharmaceutical Holding Company, Ltd a British Virgin Island company with principal offices located in [Stonington, Connecticut] (LICENSEE) is effective as of the date of final execution (EFFECTIVE DATE).

Biohaven Pharmaceutical Holding Co Ltd. – Page (April 7th, 2017)

THIS AGREEMENT (the Agreement) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (YALE), and BioHaven Pharmaceutical Holding Company, Ltd a British Virgin Island company with principal offices located in [Stonington, Connecticut] (LICENSEE) is effective as of the date of final execution (EFFECTIVE DATE).

Biohaven Pharmaceutical Holding Co Ltd. – Page (February 14th, 2017)

THIS AGREEMENT (the Agreement) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (YALE), and BioHaven Pharmaceutical Holding Company, Ltd a British Virgin Island company with principal offices located in [Stonington, Connecticut] (LICENSEE) is effective as of the date of final execution (EFFECTIVE DATE).

Supplemental Trust Agreement by and Among Washington National Insurance Company, Beechwood Re Ltd and Wilmington Trust, National Association (August 1st, 2016)
New York Indemnity Reinsurance Agreement by and Between Bankers Conseco Life Insurance Company and Beechwood Re Ltd (August 1st, 2016)

THIS NEW YORK INDEMNITY REINSURANCE AGREEMENT (this "New York Reinsurance Agreement") is effective as of the Effective Time by and between Bankers Conseco Life Insurance Company ("New York Ceding Company") and Beechwood Re Ltd ("Reinsurer"). New York Ceding Company and Reinsurer are sometimes hereinafter referred to individually as a "Party" and together as the "Parties."

New York Trust Agreement by and Among Bankers Conseco Life Insurance Company Beechwood Re Ltd and Wilmington Trust, National Association (August 1st, 2016)

THIS NEW YORK TRUST AGREEMENT (this "New York Trust Agreement") is made and entered into by and among Bankers Conseco Life Insurance Company, a New York stock life insurance company ("Beneficiary"), Beechwood Re Ltd, a Cayman Islands stock life reinsurance company ("Grantor"), and Wilmington Trust, National Association, a national banking association ("Trustee"). Beneficiary, Grantor and Trustee are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."

Indemnity Reinsurance Agreement by and Between Washington National Insurance Company and Beechwood Re Ltd (August 1st, 2016)

THIS INDEMNITY REINSURANCE AGREEMENT (this "Reinsurance Agreement") is effective as of the Effective Time by and between Washington National Insurance Company ("Ceding Company") and Beechwood Re Ltd ("Reinsurer"). Ceding Company and Reinsurer are sometimes hereinafter referred to individually as a "Party" and together as the "Parties."

Atkore International Group Inc. – Contract (April 15th, 2016)
Atkore International Group Inc. – Contract (April 15th, 2016)
Landlord (March 14th, 2016)
Contract (March 14th, 2016)

This Lease (this "Lease") is entered into as of November 30, 2005, by and between FC 64 SIDNEY, INC., an Ohio corporation, (the "Landlord"), and GENZYME CORPORATION, a Massachusetts corporation (the "Tenant").

Proteostasis Therapeutics, Inc. – COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BY AND BETWEEN PROTEOSTASIS THERAPEUTICS, INC. And BIOGEN IDEC NEW VENTURES INC. December 5, 2013 (December 23rd, 2015)

This COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this Agreement) is entered into as of December 5, 2013 (the Effective Date) by and between Proteostasis Therapeutics, Inc., a Delaware corporation having its principal place of business at 200 Technology Square, Fourth Floor, Cambridge, MA 02139 (PTI), and Biogen Idec New Ventures Inc., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, MA 02142, USA (Biogen Idec). Each of Biogen Idec and PTI is sometimes referred to individually herein as a Party and collectively as the Parties.

MVC Capital – LOAN AGREEMENT Between FIRSTRUST BANK and MVC CAPITAL, INC. Dated: December 30, 2014 (October 15th, 2015)

THIS LOAN AGREEMENT (the Agreement) is made effective the 30th day of December, 2014 between MVC CAPITAL, INC., a Delaware corporation (Borrower), and FIRSTRUST BANK (Bank).

Proteostasis Therapeutics, Inc. – COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BY AND BETWEEN PROTEOSTASIS THERAPEUTICS, INC. And BIOGEN IDEC NEW VENTURES INC. December 5, 2013 (June 18th, 2015)

This COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this Agreement) is entered into as of December 5, 2013 (the Effective Date) by and between Proteostasis Therapeutics, Inc., a Delaware corporation having its principal place of business at 200 Technology Square, Fourth Floor, Cambridge, MA 02139 (PTI), and Biogen Idec New Ventures Inc., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, MA 02142, USA (Biogen Idec). Each of Biogen Idec and PTI is sometimes referred to individually herein as a Party and collectively as the Parties.

Fourth Amended and Restated Investors' Rights Agreement (March 4th, 2015)

THIS FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of the 5th day of March, 2014 by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (the "Company"), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor" and collectively, the "Investors"), and any Additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Dated 30 December 2014 XL INSURANCE (BERMUDA) LTD as Applicant -And- ING BANK N.V., LONDON BRANCH as Bank CREDIT FACILITY AGREEMENT Credit Facility of Up to $150,000,000 (February 25th, 2015)
STOCK PURCHASE AGREEMENT BY AND AMONG ZAYO GROUP, LLC, LATISYS-CHICAGO HOLDINGS CORP., LATISYS HOLDINGS CORP., LATISYS-ASHBURN HOLDINGS CORP. AND LATISYS HOLDINGS, LLC Dated as of January 13, 2015 (February 17th, 2015)

STOCK PURCHASE AGREEMENT, dated as of January 13, 2015 (the "Agreement"), by and among Zayo Group, LLC, a limited liability company existing under the laws of Delaware ("Purchaser"), Latisys Holdings Corp., a Delaware corporation ("Irvine/Denver Holdings"), Latisys-Chicago Holdings Corp., a Delaware corporation ("Chicago Holdings"), Latisys-Ashburn Holdings Corp., a Delaware corporation ("Ashburn Holdings") (each of Irvine/Denver Holdings, Chicago Holdings and Ashburn Holdings, a "Company" and together the "Companies"), and Latisys Holdings, LLC, a Delaware limited liability company ("Seller").

Zayo Group Holdings, Inc. – STOCK PURCHASE AGREEMENT BY AND AMONG ZAYO GROUP, LLC, LATISYS-CHICAGO HOLDINGS CORP., LATISYS HOLDINGS CORP., LATISYS-ASHBURN HOLDINGS CORP. AND LATISYS HOLDINGS, LLC Dated as of January 13, 2015 (February 11th, 2015)

STOCK PURCHASE AGREEMENT, dated as of January 13, 2015 (the "Agreement"), by and among Zayo Group, LLC, a limited liability company existing under the laws of Delaware ("Purchaser"), Latisys Holdings Corp., a Delaware corporation ("Irvine/Denver Holdings"), Latisys-Chicago Holdings Corp., a Delaware corporation ("Chicago Holdings"), Latisys-Ashburn Holdings Corp., a Delaware corporation ("Ashburn Holdings") (each of Irvine/Denver Holdings, Chicago Holdings and Ashburn Holdings, a "Company" and together the "Companies"), and Latisys Holdings, LLC, a Delaware limited liability company ("Seller").

Fifth Amendment to Note and Warrant Purchase Agreement (December 19th, 2014)

This FIFTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of December 15, 2014 (this "Amendment"), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the "Company"), and the investors identified on Annex I attached hereto (together with their respective successors and permitted assigns, the "Investors").

Dyax Corp. And __________________________, as Trustee INDENTURE Dated as of ______________, _____ (November 14th, 2014)
Urban Edge Properties – LOAN AGREEMENT Dated as of March 25, 2013 Between VNO BERGEN MALL OWNER LLC, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender (November 13th, 2014)

This LOAN AGREEMENT, dated as of March 25, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at One Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and assigns, Lender), and VNO BERGEN MALL OWNER LLC, a Delaware limited liability company, having an address at 888 Seventh Avenue, New York, New York 10106 (together with its permitted successors and assigns, Borrower).

Note Purchase Agreement (October 31st, 2014)

NEW MEXICO GAS INTERMEDIATE, INC., a Delaware corporation (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Note Purchase Agreement (October 31st, 2014)

NEW MEXICO GAS COMPANY, INC., a Delaware corporation (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Stock Purchase Agreement (October 7th, 2014)

This Agreement (the Agreement), dated as of July 24, 2014, is by and between SofTech, Inc., a Massachusetts corporation (SofTech), and Greenleaf Capital, Inc., a Michigan corporation (the Seller).

MVC Capital – Third Amendment to Secured Revolving Credit Agreement (September 9th, 2014)

This THIRD AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT (this Amendment) is entered into as of July 30, 2014 (the Effective Date) by and between MVC CAPITAL, INC., a Delaware corporation, as borrower (Borrower), and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation, as lender (Lender).

Dynasil Corporation Of America – ASSET PURCHASE AGREEMENT BY AND AMONG EVAPORATED METAL FILMS CORPORATION ("Buyer"), DYNASIL CORPORATION OF AMERICA ("Dynasil"), DICHROTEC THIN FILMS, LLC ("Seller") AND SYNCROLITE, LLC ("Parent") June 26, 2014 (August 13th, 2014)

Page Article 1 SALE AND PURCHASE OF ASSETS 1 1.1 Purchased Assets 1 1.2 Assets Excluded from Sale 2 1.3 Liabilities 3 1.4 Purchase Price 4 1.5 Payment of Purchase Price 4 1.6 Transfer of Purchased Assets and Assumption of Assumed Liabilities 5 1.7 Closing 5 1.8 Allocation of Purchase Price 5 1.9 Transfer Taxes 6 1.10 Withholding 6 Article 2 REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT 6 2.1 Organization and Qualification 7 2.2 Authority to Execute and Perform Agreements 7 2.3 Noncontravention 7

Indenture (August 8th, 2014)

THIS INDENTURE, dated as of April 10, 2014 (as amended, modified, restated, supplemented or waived from time to time, the "Indenture"), is by and between Northwest Florida Timber Finance, LLC, a Delaware limited liability company, as the issuer (together with its successors and assigns in such capacity, the "Issuer"), and Wilmington Trust, National Association, as the indenture trustee (together with its successors and assigns, in such capacity, the "Indenture Trustee").

KBS Strategic Opportunity REIT, Inc. – LOAN AGREEMENT Between 110 WILLIAM, LLC, as Borrower and UBS REAL ESTATE SECURITIES INC., as Lender Dated as of June 11, 2012 (August 6th, 2014)

THIS LOAN AGREEMENT, dated as of June 11, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, collectively, "Lender"), and 100 WILLIAM, LLC, a Delaware limited liability company having an address at c/o Swig Equities, LLC, 110 William Street, 1st Floor, New York, New York 10038 (together with its permitted successors and assigns, collectively, "Borrower").

KBS Strategic Opportunity REIT, Inc. – MEZZANINE LOAN AGREEMENT Between 110 WILLIAM MEZZ, LLC, as Borrower and PEARLMARK MEZZANINE REAL TY PARTNERS III, L.L.C., and TMRP III CO-INVESTMENT, L.L.C., Collectively, as Lender Dated as of June 11, 2012 (August 6th, 2014)

THIS MEZZANINE LOAN AGREEMENT, dated as of June 11, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between PEARLMARK MEZZANINE REAL TY PARTNERS III, L.L.C., a Delaware limited liability company, and TMRP Ill CO-INVESTMENT, L.L.C., a Delaware limited liability company, each having an address at c/o Pear~k Real Estate Partners, 200 West Madison Street, Suite 3200, Chicago, Illinois 60606 (together with its successors and assigns, collectively, "Lender"), and 110 WILLIAM MEZZ, LLC, a Delaware limited liability company, having an address at c/o Swig Equities, LLC, 110 William Street, 1st Floor, New York, New York 10038 (together with its permitted successors and assigns, collectively, "Borrower").

OneBeacon – Amendment No. 3 to Stock Purchase Agreement (July 29th, 2014)

This Amendment No. 3 (this "Amendment"), dated as of June 19, 2014, is made among OneBeacon Insurance Group LLC ("Seller"), Trebuchet US Holdings, Inc. ("Purchaser"), OneBeacon Insurance Group, Ltd. ("Seller Parent") and Armour Group Holdings Limited ("Purchaser Parent"). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Agreement (as defined below).