Goodwin Procter Sample Contracts

CREDIT AGREEMENT DATED AS OF DECEMBER 8, 2005
Credit Agreement • December 21st, 2005 • Clayton Holdings Inc • Services-business services, nec • New York
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EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 15th, 2002 • Monarch Dental Corp • Services-health services • Minnesota
SUBLEASE
Lease Agreement • July 25th, 2006 • Macrochem Corp • Pharmaceutical preparations • Massachusetts
INDENTURE
Haights Cross Communications Inc • October 2nd, 2003 • New York
ARTICLE I ESTABLISHMENT OF ESCROW -----------------------
Escrow Agreement • March 24th, 2005 • Angelica Corp /New/ • Services-personal services • Illinois
ARTICLE I BOARD OF DIRECTORS ------------------
Voting Agreement • December 24th, 2009 • Maverick Capital LTD • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.5 SUBSCRIPTION AGREEMENT
Subscription Agreement • October 31st, 2003 • BHC Meadows Partner Inc • New York
Exhibit No. 2.1 STOCK PURCHASE AGREEMENT TEXTILEASE CORPORATION Dated: July 17, 2003 TABLE OF CONTENTS
Stock Purchase Agreement • September 17th, 2003 • Unifirst Corp • Services-personal services • Maryland
BY AND AMONG
Agreement and Plan of Merger • August 30th, 2004 • Front Porch Digital Inc • Services-business services, nec • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 26th, 2023 • Better Therapeutics, Inc. • Services-health services • New York

This Securities Purchase Agreement (this “Agreement”), dated as of July 25, 2023, between Better Therapeutics, 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”).

AND
Agreement and Plan of Merger • February 6th, 2006 • Magellan Health Services Inc • Services-hospitals • Delaware
WITNESSETH:
Securities Purchase Agreement • April 4th, 2006 • M/C Venture Partners V, L.P. • Services-prepackaged software • New York
by and among
Purchase and Sale Agreement • March 2nd, 2006 • Hub International LTD • Insurance agents, brokers & service • Massachusetts
INTEGRATED BRANDS INC. SWENSEN'S, INC. SWENSEN'S ICE CREAM COMPANY AND
Loan Agreement • September 21st, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of March 27, 2001
Revolving Credit Agreement • April 15th, 2005 • Allbritton Communications Co • Television broadcasting stations • Massachusetts
UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York
EXHIBIT 10.01 ADI HOLDING COMPANY, INC. AGREEMENT AND PLAN OF MERGER March 15, 2006
Agreement and Plan of Merger • May 3rd, 2006 • Fisher Scientific International Inc • Wholesale-professional & commercial equipment & supplies • New York
ASSET PURCHASE AGREEMENT Dated as of November 8, 2007 By and among DERMA FIRST AID PRODUCTS, INC. DERMA SCIENCES, INC. F.A. PRODUCTS L.P. FIRST AID PRODUCTS, INC. and NUTRAMAX PRODUCTS, INC.
Asset Purchase Agreement • November 15th, 2007 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS ASSET PURCHASE AGREEMENT (herein, the “Agreement”) is made and entered into this 8th day of November, 2007, by and among F.A. Products L.P., a Delaware limited partnership (“FAP”), First Aid Products, Inc., a Delaware corporation (“First Aid”), NutraMax Products, Inc., a Delaware corporation (“NutraMax” and, together with FAP and First Aid, the “Sellers”), Derma First Aid Products, Inc., a Pennsylvania corporation, (“Buyer”), and Derma Sciences, Inc., a Pennsylvania corporation and the sole shareholder of Buyer (“Buyer Parent”).

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INDEMNITY AGREEMENT
Indemnity Agreement • June 24th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

FORM OF STOCKHOLDERS' AGREEMENT BY AND AMONG
Stockholders' Agreement • May 17th, 2004 • Daleen Technologies Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2021, is made and entered into by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), AHAC Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).

BY AND AMONG
Warrant Agreement • March 7th, 2001 • Pacific Aerospace & Electronics Inc • Electric lighting & wiring equipment • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2022, between Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

BETWEEN
Share Purchase Agreement • September 12th, 2006 • Stride Rite Corp • Footwear, (no rubber) • British Columbia
REDEMPTION AGREEMENT
Assignment and Assumption Agreement • August 5th, 2004 • Wellsford Real Properties Inc • Real estate investment trusts • New York
RECITALS
Shareholders' Agreement • July 3rd, 2001 • Boston Private Financial Holdings Inc • State commercial banks • California
NOBLE EDUCATION ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York

Noble Education Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

WARRANT AGREEMENT by and between NOBLE EDUCATION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • September 23rd, 2022 • Noble Education Acquisition Corp. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is entered into by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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