Goodwin Procter Sample Contracts

Bluebird Bio Inc. – License Agreement by and Between Bluebird Bio, Inc. And SIRION Biotech GmbH December 23, 2015 (February 21st, 2019)

This License Agreement (this "Agreement"), effective as of December 23, 2015 (the "Effective Date"), is entered into by and between SIRION Biotech GmbH, a corporation organized under the laws of Germany ("SIRION"), and bluebird bio, Inc., a Delaware corporation ("Bluebird"). SIRION and Bluebird are referred to individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND SALE AGREEMENT Among BRIGHTCOVE INC., OTHELLO ACQUISITION CORPORATION, BRIGHTCOVE, S. DE R.L. DE C.V., OOYALA, INC., OOYALA GLOBAL INC., and OOYALA MEXICO S. DE R.L. DE C.V. Dated as of February 13, 2019 (February 13th, 2019)
Contract (February 13th, 2019)
25 First Street the Davenport Cambridge, Massachusetts Amended and Restated Lease From Jamestown Premier Davenport, Llc to Hubspot, Inc. (February 12th, 2019)

This Amended and Restated Lease Agreement (as amended and restated, this "Lease" or "Agreement" or "Amended and Restated Lease") dated as of November 1, 2015 (the "Execution Date") is hereby entered into by and between JAMESTOWN PREMIER DAVENPORT, LLC, a Delaware limited liability company, successor-in-interest to DWF III Davenport, LLC, the successor-in-interest to 25 First Street, LLC (hereinafter referred to as "Landlord"), and HUBSPOT, INC., a Delaware corporation (hereinafter referred to as "Tenant"). The Lease relates to space in the Building (as defined herein) known as The Davenport Building, having an address of 25 First Street, Cambridge, Massachusetts.

Myomo Inc – 3,950,000 Shares MYOMO, INC. Common Stock UNDERWRITING AGREEMENT (February 8th, 2019)
Contract (February 8th, 2019)
Contract (February 5th, 2019)
Cibus Global, Ltd. – Contract (February 4th, 2019)
Tcr2 Therapeutics Inc. – Contract (February 1st, 2019)
AGREEMENT AND PLAN OF MERGER by and Among ALDEYRA THERAPEUTICS, INC., HALO MERGER SUB, INC., HALO MERGER SUB, LLC, HELIO VISION, INC., and JOSEF VON RICKENBACH, as Securityholder Representative Dated as of January 24, 2019 (January 29th, 2019)

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2019 (this Agreement), is by and among Aldeyra Therapeutics, Inc., a Delaware corporation (Buyer), Halo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (Merger Sub), Halo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (Merger LLC), Helio Vision, Inc., a Delaware corporation (the Company), and Josef von Rickenbach, solely in his capacity as the Securityholder Representative (Securityholder Representative).

Kaleido Biosciences, Inc. – 65 Hayden Avenue Lexington, Massachusetts 02421 Lease Summary Sheet (January 11th, 2019)
AVROBIO, Inc. – Separation Agreement and Release (January 11th, 2019)
Kaleido Biosciences, Inc. – Second Amended and Restated Investors Rights Agreement (January 11th, 2019)
Alector, Inc. – Amended and Restated Registration Rights Agreement (January 7th, 2019)
Sl Green Operating Partnership, L.P. – Amended and Restated Employment and Noncompetition Agreement (December 28th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (Agreement) is made as of the 21st day of December, 2018 (the Execution Date), to be effective January 1, 2019 (the Effective Date), between Andrew Levine (Executive) and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the Employer), and, as of the Effective Date, amends in its entirety and completely restates that certain amended and restated employment agreement between Executive and the Employer dated as of February 10, 2016 (the Prior Agreement).

Tcr2 Therapeutics Inc. – Tcr2 Therapeutics Inc. Amended and Restated Investors Rights Agreement (December 28th, 2018)
Sl Green Operating Partnership, L.P. – Contract (December 28th, 2018)
Obalon Therapeutics Inc – Contract (December 27th, 2018)
Scholar Rock Holding Corp – REGISTRATION RIGHTS AGREEMENT by and Between SCHOLAR ROCK HOLDING CORPORATION and GILEAD SCIENCES, INC. Dated as of December 19, 2018 (December 24th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of December 19, 2018, is by and between Scholar Rock Holding Corporation, a Delaware corporation (the Company), Gilead Sciences, Inc., a Delaware corporation (the Investor), and solely for the purposes of Section 11 hereof, each stockholder of the Company listed on Schedule A hereto (collectively, the Major IRA Holders).

Scholar Rock Holding Corp – SHARE PURCHASE AGREEMENT by and Between SCHOLAR ROCK HOLDING CORPORATION and GILEAD SCIENCES, INC. Dated as of December 19, 2018 (December 24th, 2018)

THIS SHARE PURCHASE AGREEMENT (this Agreement), dated as of December 19, 2018, is entered by and between Gilead Sciences, Inc. (the Investor), a Delaware corporation, and Scholar Rock Holding Corporation (the Company), a Delaware corporation.

Gossamer Bio, Inc. – Amended and Restated Investors Rights Agreement (December 21st, 2018)
Cibus Global, Ltd. – Contract (December 21st, 2018)
Gossamer Bio, Inc. – Contract (December 21st, 2018)
Aquaventure Holdings Llc – Contract (December 21st, 2018)
Orrstown Financial Services, Inc. – Contract (December 20th, 2018)
Aquaventure Holdings Llc – Contract (December 20th, 2018)
Civitas Solutions, Inc. – AGREEMENT AND PLAN OF MERGER by and Among CELTIC INTERMEDIATE CORP., CELTIC TIER II CORP. And CIVITAS SOLUTIONS, INC. Dated as of December 18, 2018 (December 19th, 2018)
In the Court of Chancery of the State of Delaware (December 17th, 2018)

This Stipulation and Agreement of Settlement, Compromise and Release (the "Stipulation") is made and entered into as of December 14, 2018, and is intended to fully, finally, and forever resolve, discharge, and settle any and all claims in the above-captioned action (the "Action") between and among (i) plaintiffs Mudrick Capital Management, L.P. ("Mudrick Capital") and Warlander Asset Management, LP ("Warlander") (collectively "Plaintiffs"), on behalf of themselves and derivatively on

Contract (December 14th, 2018)
Landcadia Holdings, Inc. – Stock Purchase Agreement (December 12th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 11, 2018, is made by and among Waitr Holdings Inc., a Delaware corporation ("Buyer"), Bregal Sagemount II L.P., Bregal Sagemount II-A L.P. and Bregal Sagemount II-B L.P. (each, a "Selling Stockholder" and collectively the "Selling Stockholders"), and, solely for purposes of Section 1.1, 5 and Section 8, Bitesquad.com, LLC (the "Company"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them under that certain Agreement and Plan of Merger, dated as of December 11, 2018 (as may be amended from time to time, the "Merger Agreement"), by and among the Company, Buyer and Wingtip Merger Sub, Inc. ("Merger Sub").

CREDIT AGREEMENT by and Among Ipass Inc., a DELAWARE CORPORATION and Ipass Ip Llc, a Delaware Limited Liability Company (Immediately Following the Consummation of the SPV Joinder) as Co-Borrowers, and FORTRESS CREDIT CORP., as Lender TOTAL COMMITMENT - $20,000,000.00 June 14, 2018 (December 7th, 2018)

THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") entered into as of June 14, 2018, between Fortress Credit Corp., a Delaware corporation ("Lender") and iPass Inc., a Delaware corporation ("Parent" and together with each other Person that becomes a Borrower hereunder, including, for the avoidance of doubt, iPass IP LLC, a Delaware limited liability company ("iPass SPV") upon the consummation of the SPV Joinder, each a "Borrower" and collectively, the "Borrowers").

Cambridge Bancorp – Contract (December 6th, 2018)
Kaleido Biosciences, Inc. – 65 Hayden Avenue Lexington, Massachusetts 02421 Lease Summary Sheet (November 21st, 2018)
Kaleido Biosciences, Inc. – Second Amended and Restated Investors Rights Agreement (November 21st, 2018)
Wayfair Inc. – Contract (November 19th, 2018)