Goodwin Procter Sample Contracts

Vici Properties Inc. – Employment Agreement (January 17th, 2018)
AquaBounty Technologies, Inc. – 3,692,307 Shares of Common Stock and 3,692,307 Warrants of of Aquabounty Technologies, Inc. Underwriting Agreement (January 16th, 2018)
AquaBounty Technologies, Inc. – Shares of Common Stock and Warrants of of Aquabounty Technologies, Inc. Underwriting Agreement (January 9th, 2018)
Immunomedics, Inc. – Immunomedics and Royalty Pharma Announce Royalty Funding and Stock Purchase Agreements Totalling $250 Million (January 8th, 2018)

This $250 million funding provides Immunomedics the resources to support the Companys next phase of growth as it focuses on developing sacituzumab govitecan in metastatic triple negative breast cancer (TNBC), advanced urothelial cancer and other indications of high medical need and on further building its clinical, medical affairs, commercial and manufacturing infrastructure. The royalty rate commences at 4.15 percent on net annual sales of up to $2 billion, declining step-wise based on sales tiers to 1.75 percent on net global annual sales exceeding $6 billion. This transaction will provide sufficient cash to fund operations into 2020.

Gaming & Leisure Properties, Inc. – Consent Agreement (December 19th, 2017)

THIS CONSENT AGREEMENT (this "Agreement") is made and entered into as of December 17, 2017 (the "Effective Date"), by and among Gaming and Leisure Properties, Inc. ("GLPI"), Gold Merger Sub, LLC, a Delaware limited liability company ("Pinnacle Landlord"), PA Meadows, LLC, a Delaware limited liability company, a wholly owned subsidiary of GLPI (together with its wholly owned subsidiaries, WTA II, Inc. and CCR Pennsylvania Racing, Inc., "Meadows Landlord"), Penn National Gaming, Inc., a Pennsylvania corporation ("Penn"), PNK Development 33, LLC, a Delaware limited liability company and wholly owned subsidiary of Pinnacle ("Meadows Tenant"), Pinnacle Entertainment, Inc. ("Pinnacle") and Pinnacle MLS, LLC, a Delaware limited liability company and wholly owned subsidiary of Pinnacle ("Pinnacle Tenant"). Each of foregoing persons is referred to individually as a "Party" and collectively as the "Parties". Unless otherwise specified herein, capitalized terms used herein and not otherwise def

CRISPR Therapeutics AG – Joint Development and Commercialization Agreement Between Vertex Pharmaceuticals Incorporated Vertex Pharmaceuticals (Europe) Limited and Crispr Therapeutics Ag Crispr Therapeutics Limited Crispr Therapeutics, Inc. Tracr Hematology Ltd. (December 18th, 2017)

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

AGREEMENT AND PLAN OF MERGER by and Among: THE HERSHEY COMPANY, ALPHABET MERGER SUB INC. AND AMPLIFY SNACK BRANDS, INC. Dated as of December 17, 2017 (December 18th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of December 17, 2017, by and among: THE HERSHEY COMPANY, a Delaware corporation (Parent); ALPHABET MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub); and AMPLIFY SNACK BRANDS, INC., a Delaware corporation (the Company and, together with Parent and Acquisition Sub, the Parties, and each a Party).

Amplify Snack Brands, INC – Form of Support Agreement (December 18th, 2017)

THIS SUPPORT AGREEMENT (this Agreement), is made and entered into as of December 17, 2017, by and among The Hershey Company, a Delaware corporation (Parent), Alphabet Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (Acquisition Sub), and (Stockholder).

Amplify Snack Brands, INC – AGREEMENT AND PLAN OF MERGER by and Among: THE HERSHEY COMPANY, ALPHABET MERGER SUB INC. AND AMPLIFY SNACK BRANDS, INC. Dated as of December 17, 2017 (December 18th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of December 17, 2017, by and among: THE HERSHEY COMPANY, a Delaware corporation (Parent); ALPHABET MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub); and AMPLIFY SNACK BRANDS, INC., a Delaware corporation (the Company and, together with Parent and Acquisition Sub, the Parties, and each a Party).

Empire State Realty OP, L.P. – EMPIRE STATE REALTY OP, L.P. EMPIRE STATE REALTY TRUST, INC. $115,000,000 4.08% Series D Senior Notes Due January 22, 2028 $160,000,000 4.26% Series E Senior Notes Due March 22, 2030 $175,000,000 4.44% Series F Senior Notes Due March 22, 2033 NOTE PURCHASE AGREEMENT Dated December 13, 2017 (December 14th, 2017)

EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the Company) and EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the Parent), agree with each of the Purchasers as follows:

Capnia, Inc. – Securities Purchase Agreement (December 13th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of December 11, 2017, between Soleno Therapeutics, Inc., a Delaware corporation (the "Company"), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

CORNERSTONE ONDEMAND, INC. And U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 8, 2017 5.75% CONVERTIBLE SENIOR NOTES DUE 2021 (December 8th, 2017)

INDENTURE, dated as of December 8, 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the Company, as more fully set forth in Section 1.01), and U.S. Bank National Association, as trustee (the Trustee, as more fully set forth in Section 1.01).

INVESTMENT AGREEMENT by and Among CORNERSTONE ONDEMAND, INC. And SILVER LAKE CREDIT PARTNERS, L.P. And the Other Parties Named Herein Dated as of November 8, 2017 (December 8th, 2017)

INDENTURE, dated as of [], 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the Company, as more fully set forth in Section 1.01), and [U.S. Bank National Association], as trustee (the Trustee, as more fully set forth in Section 1.01).

Aquaventure Holdings Llc – Amendment to Original Credit Agreement (November 21st, 2017)

THIS CREDIT AGREEMENT (this "Agreement"), was (1) entered into on August 4, 2017 by and among AquaVenture Holdings Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the "BVI Borrower"), AquaVenture Holdings Peru S.A.C., a company incorporated under the laws of Peru (the "Peru Borrower"), Quench USA, Inc., a Delaware corporation (the "USA Borrower" and, together with the BVI Borrower and the Peru Borrower, collectively, the "Borrowers" and each, individually, a "Borrower"), the Guarantors from time to time party hereto, the Lenders from time to time party hereto, and Wells Fargo Bank, N.A., as administrative agent and collateral agent for the Lenders and the Secured Parties (in such capacity, the "Administrative Agent"), and (2) amended on November 17, 2017 by the Borrowers, the Lenders and the Administrative Agent.

AGREEMENT AND PLAN OF MERGER by and Among UPLAND SOFTWARE, INC., QUEST ACQUISITION CORPORATION I, QVIDIAN CORPORATION, and CHRISTIAN L. MEININGER, as Securityholder Representative Dated as of November 16, 2017 (November 17th, 2017)
Diplomat Pharmacy – SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG DIPLOMAT PHARMACY, INC., AS THE PURCHASER, LEEWARD MERGER SUB LLC, AS MERGER SUB, LDI HOLDING COMPANY, LLC, AS THE COMPANY, NAUTIC PARTNERS VII, L.P., NAUTIC PARTNERS VII-A, L.P., NAUTIC PARTNERS VIII-A, L.P., OAK HC/FT PARTNERS L.P., AS THE BLOCKER SELLERS, NAUTIC VIII, L.P., AND NAUTIC CAPITAL VIII, L.P., AS SECURITYHOLDER REPRESENTATIVE Dated as of November 15, 2017 (November 16th, 2017)

This SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2017 (this Agreement), is by and among by and among (i) Diplomat Pharmacy, Inc., a Michigan corporation (the Purchaser), (ii) Leeward Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (Merger Sub), (iii) LDI Holding Company, LLC, a Delaware limited liability company (the Company), (iv) Nautic Partners VII, L.P., a Delaware limited partnership, (v) Nautic Partners VII-A, L.P., a Delaware limited partnership, (vi) Nautic Partners VIII-A, L.P., a Delaware limited partnership, and (vii) Oak HC/FT Partners L.P., a Delaware limited partnership (each of (iv), (v), (vi), and (vii), a Blocker Seller, and together, the Blocker Sellers), (viii) Nautic Capital VIII, L.P., a Delaware limited partnership, solely in its capacity as the Securityholder Representative (the Securityholder Representative) and (ix) Nautic Partners VIII, L.P., a Delaware limited partnership, sol

Deciphera Pharmaceuticals, Inc. – Deciphera Pharmaceuticals, Inc. Registration Rights Agreement (November 14th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of the 27th day of September, 2017, by and among Deciphera Pharmaceuticals, 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. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meaning specified in the Companys Certificate of Incorporation, as may be amended or restated from time to time.

Medical Properties Trust, Inc. – MEDICAL PROPERTIES TRUST, INC. Shares of Common Stock (Par Value $0.001 Per Share) FORM OF EQUITY DISTRIBUTION AGREEMENT (November 13th, 2017)

Medical Properties Trust, Inc., a Maryland corporation (the Company), confirms its agreement (this Agreement) with [ ] (the Manager), as follows:

VEREIT Operating Partnership, L.P. – Contract (November 13th, 2017)
STAG Industrial, Inc. – Contract (November 13th, 2017)
LexinFintech Holdings Ltd. – Contract (November 13th, 2017)
Quanterix Corp – Stratec Development Services and Equity Participation Agreement (November 9th, 2017)

THIS STRATEC DEVELOPMENT SERVICES AND EQUITY PARTICIPATION AGREEMENT (Development Agreement) is effective as of August, 15, 2011 (the Effective Date) and is made by and between STRATEC Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (hereinafter referred to as STRATEC), and Quanterix Corporation, One Kendall Square, Suite B14201, Cambridge, MA 02139 (hereinafter referred to as QTX, and both STRATEC and QTX are referred to as the Parties). The Parties enter into this Agreement pursuant to 35 U.S.C. SS103 (c), and the Parties wish to create the opportunity to avail themselves, should they so desire, of the protections of the Cooperative Research and Technology Enhancement (CREATE) Act, P.L. 108-453 for the work conducted by them hereunder.

KBS Growth & Income REIT, Inc. – PURCHASE AND SALE AGREEMENT by and Between (November 9th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made to be effective as of August 29, 2017 (the "Effective Date") by and among 213 W INSTITUTE OWNER LLC, a Delaware limited liability company ("Institute Owner") and 218-224 W CHICAGO OWNER LLC, a Delaware limited liability company ("Chicago Owner" and, collectively with Institute Owner, "Seller") and KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (together with its successors and permitted assigns, collectively, "Buyer").

Quanterix Corp – Contract (November 9th, 2017)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

MPT Operating Partnership, L.P. – MPT OPERATING PARTNERSHIP, L.P. And MPT FINANCE CORPORATION, as Issuers, MEDICAL PROPERTIES TRUST, INC., as Parent and a Guarantor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.000% Senior Notes Due 2027 TWELFTH SUPPLEMENTAL INDENTURE Dated as of September 21, 2017 (November 9th, 2017)

THIS TWELFTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of September 21, 2017, by and among MPT Operating Partnership, L.P., a Delaware limited partnership (Opco), MPT Finance Corporation, a Delaware corporation (Finco and, together with Opco, the Issuers, and each, an Issuer), Medical Properties Trust, Inc., a Maryland corporation (the Parent Guarantor or Parent), as Guarantor, and Wilmington Trust, National Association, existing under the laws of the United States of America, as Trustee under the Indenture referred to below.

Quanterix Corp – Supply and Manufacturing Agreement (November 9th, 2017)

This SUPPLY AND MANUFACTURING AGREEMENT (this Agreement) is made by and between STRATEC Biomedical AG (formerly STRATEC Biomedical Systems AG), a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (STRATEC) and Quanterix Corporation, One Kendall Square, Suite B14201, Cambridge, MA 02139 (hereinafter referred to as QTX, and both STRATEC and QTX are referred to as the Parties). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Development Agreement (as defined below).

INVESTMENT AGREEMENT by and Among CORNERSTONE ONDEMAND, INC. And SILVER LAKE CREDIT PARTNERS, L.P. And the Other Parties Named Herein Dated as of November 8, 2017 (November 8th, 2017)

INDENTURE, dated as of [], 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the Company, as more fully set forth in Section 1.01), and [U.S. Bank National Association], as trustee (the Trustee, as more fully set forth in Section 1.01).

Sailpoint Technologies Holdings, Inc. – Director Purchase Agreement (November 6th, 2017)

THIS DIRECTOR PURCHASE AGREEMENT (this Agreement) is made as of , by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the Parent), SailPoint Technologies, Inc., a Delaware corporation (SailPoint and together with Parent, the Company), Thoma Bravo Fund XI, L.P., a Delaware limited partnership (Fund XI), Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership (Fund XI-A), and Thoma Bravo Executive Fund XI, L.P., a Delaware limited partnership (Executive Fund and collectively with Fund XI and Fund XI-A, TB), and , an individual (the Director).

LexinFintech Holdings Ltd. – Fourth Amended and Restated Shareholders Agreement (November 6th, 2017)

The Company, the HK Company, the PRC Companies, the Founder, the Founder Hold Co, and the Investors are hereinafter collectively referred to as the Parties and individually referred to as a Party.

Securities Purchase Agreement (November 6th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of November 3, 2017, between ChromaDex Corporation, 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").

Sailpoint Technologies Holdings, Inc. – Restricted Stock Agreement (November 6th, 2017)

THIS RESTRICTED STOCK AGREEMENT (this Agreement) is dated as of [ ], 2014 (the Effective Date), by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the Parent), SailPoint Technologies, Inc., a Delaware corporation (the Company), and [ ], an individual (the Purchaser).

Sailpoint Technologies Holdings, Inc. – Employee Purchase Agreement (November 6th, 2017)

THIS EMPLOYEE PURCHASE AGREEMENT (this Agreement) is made as of , 2014, between SailPoint Technologies Holdings, Inc., a Delaware corporation (the Company), and [] (the Employee).

Debt Settlement Agreement (November 6th, 2017)

This Debt Settlement Agreement (Agreement) is effective as of October 31, 2017 and is executed and entered into by and among Precipio, Inc. (the Company), the creditors of the Company now or hereafter signatory hereto (the Vendors) and Collateral Services LLC.

Sales Agreement (November 3rd, 2017)
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GUIDEWIRE SOFTWARE, INC., CAESAR ACQUISITION SUB I, INC., CAESAR ACQUISITION SUB II, LLC, CYENCE INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders Representative DATED AS OF OCTOBER 5, 2017 (November 2nd, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made as of October 5, 2017, by and among Guidewire Software, Inc., a Delaware corporation (Parent), Caesar Acquisition Sub I, Inc., a Delaware corporation (MergerCo I), Caesar Acquisition Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (MergerCo II and, together with MergerCo I, MergerCos), Cyence Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Indemnifying Parties (the Securityholders Representative).