Goodwin Procter Sample Contracts

Gaming & Leisure Properties, Inc. – Fourth Amendment to Master Lease (October 16th, 2018)
SendGrid, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SENDGRID, INC., TWILIO INC. And TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 (October 16th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the Company), Twilio Inc., a Delaware corporation (Parent), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Gaming & Leisure Properties, Inc. – Master Lease (October 16th, 2018)
Twilio Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SENDGRID, INC., TWILIO INC. And TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 (October 16th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the Company), Twilio Inc., a Delaware corporation (Parent), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Fourth Amendment to Master Lease (October 15th, 2018)

THIS FOURTH AMENDMENT TO MASTER LEASE (this Amendment) is made and effective as of October 15, 2018 (the Fourth Amendment Effective Date), by and between GOLD MERGER SUB, LLC, a Delaware limited liability company, having an office at c/o Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610, as landlord (together with its permitted successors and assigns, Landlord), and PINNACLE MLS, LLC, a Delaware limited liability company, having an office at 3980 Howard Hughes Parkway, Las Vegas, Nevada 89169, as tenant (together with its permitted successors and assigns, Tenant).

Alcobra Ltd. – Sales Agreement (October 15th, 2018)

Arcturus Therapeutics Ltd., an Israeli company (the "Company"), confirms its agreement (this "Agreement") with Leerink Partners LLC (the "Agent"), as follows:

Axonics Modulation Technologies, Inc. – License Agreement (October 5th, 2018)
Eldorado Resorts, Inc. – Master Lease (October 1st, 2018)
Gaming & Leisure Properties, Inc. – Master Lease (October 1st, 2018)
Eldorado Resorts, Inc. – Contract (October 1st, 2018)
STOCK PURCHASE AGREEMENT AMONG NEXMO INC., TELEFONICA DIGITAL LTD., and TELEFONICA DIGITAL, INC. July 30, 2018 (September 18th, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of July 30, 2018, among Telefonica Digital Ltd., a private limited company formed under the laws of England and Wales and registered with number 07884976 (the "Seller"), Telefonica Digital, Inc., a Delaware corporation (the "Company"), and Nexmo Inc., a Delaware corporation ("Buyer"). For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meanings specified in Article I.

Purchase Agreement (September 13th, 2018)

PURCHASE AGREEMENT (the "Agreement"), dated as of September 7, 2018, by and between PRECIPIO, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Registration Rights Agreement (September 13th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 7, 2018, by and between PRECIPIO, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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").

Pebblebrook Hotel Trust and LaSalle Hotel Properties Announce Agreement for Strategic Combination to Create Premier, Best-In-Class Lodging REIT (September 7th, 2018)

Bethesda, MD - September 6, 2018 - Pebblebrook Hotel Trust (NYSE: PEB) ("Pebblebrook") and LaSalle Hotel Properties (NYSE: LHO) ("LaSalle") today jointly announced that they have entered into a definitive merger agreement under which Pebblebrook will acquire 100% of LaSalle's outstanding common shares (the "Pebblebrook-LaSalle Agreement"). LaSalle has terminated its previously announced merger agreement with affiliates of The Blackstone Group L.P. (NYSE: BX) ("Blackstone") (the "Blackstone-LaSalle Agreement") following receipt of a waiver of Blackstone's four business day period during which it could have proposed amendments to the terms of the Blackstone-LaSalle Agreement. LaSalle has canceled its special meeting of LaSalle shareholders previously scheduled for September 6, 2018 relating to the Blackstone-LaSalle Agreement.

AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE OPERATING PARTNERSHIP, L.P. Dated as of September 6, 2018 (September 7th, 2018)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of September 6, 2018, by and among: Pebblebrook Hotel Trust, a Maryland real estate investment trust ("Parent"); Pebblebrook Hotel, L.P., a Delaware limited partnership ("Parent OP"); Ping Merger Sub, LLC, a Maryland limited liability company ("Merger Sub"); Ping Merger OP, LP, a Delaware limited partnership ("Merger OP" and, collectively with Parent, Parent OP and Merger Sub, the "Parent Parties"); LaSalle Hotel Properties, a Maryland real estate investment trust (the "Company"); and LaSalle 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.

Lasalle Hotel Properties – AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of September 6, 2018 (September 6th, 2018)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of September 6, 2018, by and among: Pebblebrook Hotel Trust, a Maryland real estate investment trust (Parent); Pebblebrook Hotel, L.P., a Delaware limited partnership (Parent OP); Ping Merger Sub, LLC, a Maryland limited liability company (Merger Sub); Ping Merger OP, LP, a Delaware limited partnership (Merger OP and, collectively with Parent, Parent OP 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.

Lasalle Hotel Properties – Pebblebrook Hotel Trust and Lasalle Hotel Properties Announce Agreement for Strategic Combination to Create Premier, Best-In-Class Lodging Reit (September 6th, 2018)

BETHESDA, MD SEPTEMBER 6, 2018 Pebblebrook Hotel Trust (NYSE: PEB) (Pebblebrook) and LaSalle Hotel Properties (NYSE: LHO) (LaSalle) today jointly announced that they have entered into a definitive merger agreement under which Pebblebrook will acquire 100% of LaSalles outstanding common shares (the Pebblebrook-LaSalle Agreement). LaSalle has terminated its previously announced merger agreement with affiliates of The Blackstone Group L.P. (NYSE: BX) (Blackstone) (the Blackstone-LaSalle Agreement) following receipt of a waiver of Blackstones four business day period during which it could have proposed amendments to the terms of the Blackstone-LaSalle Agreement. LaSalle has canceled its special meeting of LaSalle shareholders previously scheduled for September 6, 2018 relating to the Blackstone-LaSalle Agreement.

Aytu Bioscience, Inc – Voting Agreement (September 6th, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of April 21, 2015, is made between Rosewind Corporation, a Colorado corporation (the "Company"), and Ampio Pharmaceuticals, Inc., a Delaware corporation (the "Shareholder").

Aytu Bioscience, Inc – License, Development and Commercialization Agreement Between Ampio Pharmaceuticals, Inc. And Daewoong Pharmaceuticals Co., Ltd (September 6th, 2018)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this "Agreement") is made and entered into on August 23, 2011 (the "Effective Date") by and between Ampio Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 5445 DTC Parkway, Suite 925, Greenwood Village, Colorado 80111 ("Ampio"), and Daewoong Pharmaceuticals Co., Ltd, having its principal place of business at 163-3 Samsungdong, Kangnam-gu, Seoul, Republic of Korea ("Daewoong"). Each of Ampio and Daewoong is sometimes referred to herein as a "Party" and collectively, as the "Parties."

CRISPR Therapeutics AG – Open Market Sale Agreementsm (August 31st, 2018)
HarborOne Bancorp, Inc. – Subordinated Note Purchase Agreement (August 30th, 2018)

This SUBORDINATED NOTE PURCHASE AGREEMENT (this Agreement) is dated as of August 30, 2018, and is made by and among HarborOne Bancorp, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (Company), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a Purchaser and collectively, the Purchasers).

Axonics Modulation Technologies, Inc. – License Agreement (August 28th, 2018)
CURO Group Holdings Corp. – Second Amendment to Revolving Loan Agreement (August 27th, 2018)
CURO Group Holdings Corp. – Intercreditor Agreement (August 27th, 2018)
Eventbrite, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among EVENTBRITE, INC., a Delaware Corporation, PANDORA MEDIA, INC., a Delaware Corporation, and TICKETFLY, LLC, a Delaware Limited Liability Company Dated as of June 9, 2017 (August 23rd, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of June 9, 2017 (the Agreement Date), by and among Eventbrite, Inc., a Delaware corporation (Buyer), and Pandora Media, Inc., a Delaware corporation (Seller) and Ticketfly, LLC, a Delaware limited liability company (the Company). Certain other capitalized terms used herein are defined in Exhibit A.

Eventbrite, Inc. – Eventbrite, Inc. Amended and Restated Investors Rights Agreement (August 23rd, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of August 30, 2017, by and among Eventbrite, 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.

Helios & Matheson North America Inc. – HELIOS AND MATHESON ANALYTICS INC. Equity Distribution AGREEMENT (August 14th, 2018)
Ampio Pharmaceutical – Ampio Pharmaceuticals, Inc. Warrant to Purchase Common Stock (August 13th, 2018)
Ampio Pharmaceutical – AMPIO PHARMACEUTICALS, INC. (A Delaware Corporation) 20,000,000 Shares of Common Stock and Warrants to Purchase Up to 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (August 13th, 2018)
MPT Operating Partnership, L.P. – Dated 1 August 2018 Amendment and Restatement Agreement (August 9th, 2018)
Contract (August 9th, 2018)

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

Confidential Settlement and License Agreement (August 8th, 2018)
ZOGENIX, INC. 6,000,000 Shares Common Stock UNDERWRITING AGREEMENT (August 8th, 2018)
Tier Reit Inc – Tier Reit, Inc. Up to $125,000,000 Shares of Common Stock Controlled Equity Offering Sales Agreement (August 8th, 2018)

TIER REIT, Inc., a Maryland corporation (the Company), and Tier Operating Partnership LP, a Texas limited partnership and the Companys operating partnership (the Operating Partnership), confirm their agreement (this Agreement) with [ ] (the Agent), as follows:

Diamondrock Hospitality Company Form of Distribution Agreement (August 8th, 2018)

DiamondRock Hospitality Company, a Maryland corporation (the Company) and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the Partnership), confirm their agreements with [ ], as agent and/or principal under any Terms Agreement (as defined in Section 1.(a)(i) below) (the Sales Agent), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this Agreement), of shares of common stock, $0.01 par value (the Common Stock), of the Company having an aggregate offering price of up to $200,000,000 (the Maximum Amount) on the terms set forth in Section 1 of this Agreement (the Shares). The Shares are described in the Prospectus referred to below.