Goodwin Procter Sample Contracts

Palatin Technologies, Inc. – Palatin Technologies, Inc. Equity Distribution Agreement (April 20th, 2018)
Eldorado Resorts, Inc. – AGREEMENT AND PLAN OF MERGER by and Among ELDORADO RESORTS, INC., DELTA MERGER SUB, INC., GLP CAPITAL, L.P. And TROPICANA ENTERTAINMENT INC. Dated as of April 15, 2018 (April 16th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this Agreement), is made by and among Eldorado Resorts, Inc., a Nevada corporation (Parent), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), GLP Capital, L.P., a Pennsylvania limited partnership (Gamma and together with Parent, the Acquirors), and Tropicana Entertainment Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.

Tropicana Entertainment Inc. – AGREEMENT AND PLAN OF MERGER by and Among ELDORADO RESORTS, INC., DELTA MERGER SUB, INC., GLP CAPITAL, L.P. And TROPICANA ENTERTAINMENT INC. Dated as of April 15, 2018 (April 16th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this Agreement), is made by and among Eldorado Resorts, Inc., a Nevada corporation (Parent), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), GLP Capital, L.P., a Pennsylvania limited partnership (Gamma and together with Parent, the Acquirors), and Tropicana Entertainment Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.

Gaming & Leisure Properties, Inc. – AGREEMENT AND PLAN OF MERGER by and Among ELDORADO RESORTS, INC., DELTA MERGER SUB, INC., GLP CAPITAL, L.P. And TROPICANA ENTERTAINMENT INC. Dated as of April 15, 2018 (April 16th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this Agreement), is made by and among Eldorado Resorts, Inc., a Nevada corporation (Parent), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), GLP Capital, L.P., a Pennsylvania limited partnership (Gamma and together with Parent, the Acquirors), and Tropicana Entertainment Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.

Pluralsight, Inc. – CREDIT AGREEMENT Dated as of June 12, 2017 Among PLURALSIGHT HOLDINGS, LLC, as Holdings, PLURALSIGHT, LLC, as Borrower, the Lenders Party Hereto, GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent and as Collateral Agent and GUGGENHEIM CORPORATE FUNDING, LLC, as Sole Lead Arranger and as Sole Bookrunner (April 16th, 2018)

CREDIT AGREEMENT dated as of June 12, 2017 (this Agreement), among PLURALSIGHT HOLDINGS, LLC, a Delaware limited liability company (Pluralsight Holdings), PLURALSIGHT, LLC, a Nevada limited liability company (the Borrower), the Lenders party hereto and GUGGENHEIM CORPORATE FUNDING, LLC (Guggenheim), as Administrative Agent and Collateral Agent.

AGREEMENT AND PLAN OF MERGER by and Among ELDORADO RESORTS, INC., DELTA MERGER SUB, INC., GLP CAPITAL, L.P. And TROPICANA ENTERTAINMENT INC. Dated as of April 15, 2018 (April 16th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this Agreement), is made by and among Eldorado Resorts, Inc., a Nevada corporation (Parent), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), GLP Capital, L.P., a Pennsylvania limited partnership (Gamma and together with Parent, the Acquirors), and Tropicana Entertainment Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.

Wisdomtree Invstmnts – CREDIT AGREEMENT Dated as of April 11, 2018 Among WISDOMTREE INVESTMENTS, INC. As the Parent and U.S. Borrower, WISDOMTREE INTERNATIONAL HOLDINGS LTD as the English Borrower, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Lender and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME CREDIT SUISSE SECURITIES (USA) LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Bookrunners, and ROYAL BANK OF CANADA, BMO CAPITAL MARKETS, FIFTH THIRD BANK and PNC CAPITAL MARKETS LLC as Co-Lead Arrangers, and STANDARD CH (April 13th, 2018)

This CREDIT AGREEMENT is entered into as of April 11, 2018, among WISDOMTREE INVESTMENTS, INC., a Delaware corporation (the Parent and in its capacity as a borrower under the Revolving Credit Facility, the U.S. Borrower), WISDOMTREE INTERNATIONAL GROUP, INC., a Delaware corporation and a direct Subsidiary of the Parent (U.S. Midco), WISDOMTREE INTERNATIONAL HOLDINGS LTD, a company incorporated under the laws of England and Wales with registered number 11046784 and a direct Subsidiary of U.S. Midco (the English Borrower and, together with the U.S. Borrower, each a Borrower and collectively, the Borrowers), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Lender (such terms and each capitalized term not defined in this preamble or the preliminary statements below have the meaning provided in Section 1.01) and each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender).

Wisdomtree Invstmnts – Investor Rights Agreement by and Between Wisdomtree Investments, Inc. And Etf Securities Limited and the Existing Holders Dated as of April 11, 2018 (April 13th, 2018)

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is made as of April 11, 2018, by and among ETF Securities Limited (Seller), incorporated in Jersey with registered number 88370 and whose registered office is at Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW, WisdomTree Investments, Inc. (the Company), a Delaware corporation with its principal place of business at 245 Park Avenue, 35th Floor, New York, New York 10167, and, solely for purposes of Section 2.2(h), the Persons listed on Exhibit A hereto (the Existing Holders).

Wisdomtree Invstmnts – Certificate of Designations of Series a Non-Voting Convertible Preferred Stock of Wisdomtree Investments, Inc. (April 13th, 2018)

WisdomTree Investments, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Corporation), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the Board of Directors or the Board) as required by Section 151 of the General Corporation Law of the State of Delaware at a meeting duly called and held on November 12, 2017:

Amendment to Employment Agreement (April 11th, 2018)

This Amendment to Employment Agreement (the Agreement) is made effective as of April 11, 2018 (the Effective Date), by and between Brightcove Inc., a Delaware Corporation (the Company) and Andrew Feinberg (the Executive).

Carbon Black, Inc. – Eighth Amended and Restated Investor Rights Agreement (April 9th, 2018)

THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the Agreement) is made as of the 30th day of September, 2015, by and among Bit9, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto (each an Investor and collectively, the Investors, which terms shall also include each person to whom the rights of an Investor are assigned pursuant to Section 6.11 and each person who becomes subject to the provisions hereof pursuant to Section 6.16), each of the key holders listed on Schedule B hereto (each a Key Holder and collectively, the Key Holders, which terms shall also include each person to whom the rights of a Key Holder are assigned pursuant to Section 6.11) and each Carbon Black Stockholder (as defined below).

Carbon Black, Inc. – Amended and Restated Loan and Security Agreement (April 9th, 2018)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of March 21, 2017 (the Effective Date) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (Bank), and CARBON BLACK, INC., f/k/a Bit9, Inc., a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, and replaces, the terms of (and obligations outstanding under) that certain Loan and Security Agreement between Borrower and Bank dated as of August 22, 2013, as amended, modified, supplemented or restated (the Prior Loan Agreement). The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows:

Carbon Black, Inc. – Contract (April 9th, 2018)

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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Carbon Black, Inc. – Contract (April 9th, 2018)

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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Mirna Therapeutics, Inc. – SYNLOGIC, INC. (A Delaware Corporation) 3,280,000 Shares of Common Stock PLACEMENT AGENCY AGREEMENT (April 6th, 2018)
Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and (ii) Broadfin Healthcare Master Fund, Ltd (the "Buyer").

Surface Oncology, Inc. – Stock Purchase Agreement (March 30th, 2018)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of March 29, 2018 (the Effective Date), by and between Surface Oncology, Inc., a Delaware corporation (the Company) and Novartis Institutes for Biomedical Research, Inc. (Purchaser).

Surface Oncology, Inc. – Surface Oncology, Inc. Investors Rights Agreement (March 23rd, 2018)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 6th day of November, 2014, by and among SURFACE ONCOLOGY, 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.

Surface Oncology, Inc. – Re: Separation Agreement (March 23rd, 2018)

This sets forth the terms and conditions associated with the ending of your employment with Surface Oncology, Inc. (Surface or the Company). The Companys Board of Directors (the Board) appreciates your contributions and would like to make this transition as smooth as possible. With that in mind and consistent with the terms of your March 7, 2015 Employment Agreement with the Company (the Employment Agreement), the Company shall provide you with the Termination Benefits set forth below provided you enter into, do not revoke and comply with the terms of this Separation Agreement (this Agreement). The Company is also electing to provide you with additional Termination Benefits not contemplated in the Employment Agreement in the form of additional vested equity, a revised mix of options for exercise, and a continued role with the Company as a director serving on the Board, all as set forth in this Agreement. With those understandings, September 15, 2017 shall be the Date of Termination and

Proteostasis Therapeutics, Inc. – Proteostasis Therapeutics, Inc. Common Stock Sales Agreement (March 23rd, 2018)

Proteostasis Therapeutics, Inc., a Delaware corporation (the Company), confirms its agreement (this Agreement) with Leerink Partners LLC (Leerink), as follows:

Surface Oncology, Inc. – COLLABORATION AGREEMENT by and Between SURFACE ONCOLOGY, INC. And NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. (March 23rd, 2018)

THIS COLLABORATION AGREEMENT (this Agreement), entered into as of January 9, 2016 (the Effective Date), is entered into by and between Surface Oncology, Inc., a corporation organized and existing under the Laws of the State of Delaware (Surface), and Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the Laws of the State of Delaware (Novartis). Surface and Novartis are referred to in this Agreement individually as a Party and collectively as the Parties.

Unum Therapeutics, Inc. – Stock Purchase Agreement (March 19th, 2018)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of March [ ], 2018 (the Effective Date), by and between Unum Therapeutics Inc., a Delaware corporation (the Company), and Seattle Genetics, Inc., a Delaware corporation (Purchaser).

QLT Inc. – November 8, 2017 PERSONAL AND CONFIDENTIAL Mary Szela (March 16th, 2018)
QLT Inc. – November 30, 2017 BY EMAIL PERSONAL AND CONFIDENTIAL Greg Perry Re: Resignation Agreement (March 16th, 2018)

This letter confirms your resignation from employment with Novelion Services, USA, Inc. (the "Company") and proposes an agreement (the "Agreement") between you and the Company. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, including releasing the Company and related persons or entities from any claims and permitting you to receive separation pay and related benefits.

Coastway Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and Among HARBORONE BANCORP, INC. MASSACHUSETTS ACQUISITIONS, LLC and COASTWAY BANCORP, INC. Dated as of March 14, 2018 (March 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of March 14, 2018 (this Agreement), by and among HarborOne Bancorp, Inc., a Massachusetts corporation (Buyer), Massachusetts Acquisitions, LLC, a Maryland limited liability company of which Buyer is the sole member (Merger LLC), and Coastway Bancorp, Inc., a Maryland corporation (the Company).

HarborOne Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and Among HARBORONE BANCORP, INC. MASSACHUSETTS ACQUISITIONS, LLC and COASTWAY BANCORP, INC. Dated as of March 14, 2018 (March 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of March 14, 2018 (this Agreement), by and among HarborOne Bancorp, Inc., a Massachusetts corporation (Buyer), Massachusetts Acquisitions, LLC, a Maryland limited liability company of which Buyer is the sole member (Merger LLC), and Coastway Bancorp, Inc., a Maryland corporation (the Company).

Monster Digital, Inc. – Asset Purchase Agreement (March 14th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of December 23rd, 2014 ("Effective Date") between Innovate Biopharmaceuticals Inc., a Delaware corporation, with offices at 8601 Six Forks Road, Suite 400, Raleigh, North Carolina 27615, ("Innovate") and Repligen Corporation, a Delaware corporation with offices at 41 Seyon Street, Building 1, Suite 100, Waltham, MA 02453 ("Repligen"). Repligen and Innovate shall also be referred to herein individually as "Party" and collectively as "Parties".

EQUITY PURCHASE AGREEMENT by and Among VIRTUSA CORPORATION, ETOUCH SYSTEMS CORP., THE EQUITYHOLDERS OF ETOUCH SYSTEMS CORP. And ANIRUDDHA GADRE, in His Capacity as the Equityholders Representative (For the Purposes Described Herein) March 12, 2018 (March 13th, 2018)

THIS EQUITY PURCHASE AGREEMENT (this Agreement), dated as of March 12, 2018, by and among Virtusa Corporation, a Delaware corporation (Purchaser), eTouch Systems Corp., a Delaware corporation (the US Company), each of the equityholders of the US Company (in his, her or its capacity as such, a US Equityholder), and Aniruddha Gadre, in his capacity as the representative of the US Equityholders as provided for herein (the Equityholders Representative).

Amended and Restated Credit Agreement (March 13th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 6, 2018 (the Effective Date) (as it may be amended, modified, restated, or otherwise supplemented from time to time, this Agreement), among VIRTUSA CORPORATION, a Delaware corporation having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

Share Purchase Agreement (March 13th, 2018)

VIRTUSA CONSULTING SERVICES PRIVATE LIMITED, a company incorporated under the laws of India and bearing corporate identification number U93000TG2008FTC057988 and having its registered office at Survey No. 115/Part, Plot No.10, Nanakramguda Village, Serilingampally 500 008, Telangana, India (hereinafter referred to as Purchaser 1, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its administrator, executors and permitted assigns) of the EIGHTH PART;

[Dealer Address] (March 13th, 2018)

The purpose of this communication (this Confirmation) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the Transaction) between [Dealer] (Dealer) and Guidewire Software, Inc. (Counterparty). This communication constitutes a Confirmation as referred to in the Agreement specified below.

Global Blood Therapeutics, Inc. – 4,000,000 Shares GLOBAL BLOOD THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT (March 12th, 2018)
Pluralsight, Inc. – CREDIT AGREEMENT Dated as of June 12, 2017 Among PLURALSIGHT HOLDINGS, LLC, as Holdings, PLURALSIGHT, LLC, as Borrower, the Lenders Party Hereto, GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent and as Collateral Agent and GUGGENHEIM CORPORATE FUNDING, LLC, as Sole Lead Arranger and as Sole Bookrunner (March 9th, 2018)

CREDIT AGREEMENT dated as of June 12, 2017 (this Agreement), among PLURALSIGHT HOLDINGS, LLC, a Delaware limited liability company (Pluralsight Holdings), PLURALSIGHT, LLC, a Nevada limited liability company (the Borrower), the Lenders party hereto and GUGGENHEIM CORPORATE FUNDING, LLC (Guggenheim), as Administrative Agent and Collateral Agent.

Arsanis, Inc. – Share Purchase Agreement (March 9th, 2018)

This SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of November 15, 2017 (the "Effective Date"), by and between New Enterprise Associates 16, L.P., a Delaware limited partnership (the "Investor"), and Arsanis, Inc., a Delaware corporation (the "Company").

Ringcentral, Inc. 0% Convertible Senior Notes Due 2023 Purchase Agreement (March 6th, 2018)