Hogan Lovells Sample Contracts

Guaranty (February 23rd, 2018)

This Guaranty (this "Guaranty") is dated as of February 22, 2018, by and between KBR, Inc., a Delaware corporation (the "Guarantor"), and Kamco Holdings, Inc., a Maryland corporation (the "Beneficiary"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement.

Equity Purchase Agreement (February 23rd, 2018)
Bar Harbor Bankshares, Inc. – Employment Agreement (February 22nd, 2018)

THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of the 22nd day of February, 2018, by and between BAR HARBOR BANKSHARES, a Maine corporation with its headquarters located in Bar Harbor, Maine (the "Company"), BAR HARBOR BANK & TRUST, a wholly-owned subsidiary of the Company (the "Bank") (together, the "Employer"), and CURTIS C. SIMARD, residing at the address on file with the Employer (the "Executive").

Realty Finance Trust, Inc. – Purchase Agreement (February 16th, 2018)

This PURCHASE AGREEMENT, dated as of February [ ], 2018 (this "Agreement"), is by and among BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland corporation (the "Company"), and each of the purchasers listed on Schedule A hereto (each, a "Purchaser" and collectively, the "Purchasers").

Colony NorthStar, Inc. – Stockholders Agreement (February 1st, 2018)

This STOCKHOLDERS AGREEMENT is entered into as of January 31, 2018, by and between Colony Capital Operating Company, LLC, a Delaware limited liability company (Constellation OP), and Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (the Company).

Colony NorthStar Credit Real Estate, Inc. – CREDIT AGREEMENT Among CREDIT RE OPERATING COMPANY, LLC, as Parent Borrower, the Other Subsidiary Borrowers From Time to Time Parties Hereto, the Several Lenders From Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of February 1, 2018 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners BARCLAYS BANK PLC and BANK OF AMERICA, N.A., as Syndication Agents (February 1st, 2018)
Colony NorthStar Credit Real Estate, Inc. – Stockholders Agreement (February 1st, 2018)

This STOCKHOLDERS AGREEMENT is entered into as of January 31, 2018, by and between Colony Capital Operating Company, LLC, a Delaware limited liability company (Constellation OP), and Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (the Company).

RLJ Lodging Trust – Second Amendment to Second Amended and Restated Credit Agreement (January 31st, 2018)

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of January 25, 2018, is made by and between RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the Borrower), RLJ LODGING TRUST, a Maryland real estate investment trust (the Parent Guarantor), each of the undersigned Subsidiary Guarantors (as defined in the Amended Credit Agreement (as defined below)), the Lenders party hereto (the Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent).

RLJ Lodging Trust – Sixth Amendment to Term Loan Agreement (January 31st, 2018)

THIS SIXTH AMENDMENT TO TERM LOAN AGREEMENT (this Amendment), dated as of January 25, 2018, is made by and between RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the Borrower), RLJ LODGING TRUST, a Maryland real estate investment trust (the Parent Guarantor), each of the undersigned Subsidiary Guarantors (as defined in the Amended Term Loan Agreement (as defined below)), the Lenders party hereto (the Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent).

Thorium Power – Investors Rights Agreement (January 30th, 2018)

THIS INVESTORS RIGHTS AGREEMENT (this "Agreement"), is made as of January 30, 2018, by and among Lightbridge Corporation, a Nevada corporation (the "Company"), and the investors listed on the signature page hereto (the "Investors") and any other Permitted Transferee (as defined in the Certificate of Designation) that becomes a party to this Agreement, each of which is referred to in this Agreement as a "Holder" and collectively as the "Holders".

Realty Finance Trust, Inc. – Amended and Restated Advisory Agreement (January 23rd, 2018)

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement") dated as of January [*], 2018 (the "Effective Date"), is entered into among Benefit Street Partners Realty Trust, Inc., a Maryland corporation (the "Company"), Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Benefit Street Partners L.L.C., a Delaware limited liability company (the "Advisor").

Dividend Capital Diversified Property Fund Inc. – Amended and Restated Loan Agreement (January 19th, 2018)

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of October 19, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is between DPF 655 MONTGOMERY LP, a Delaware limited partnership, having an address at c/o Black Creek Diversified Property Fund Inc., 518 17th Street, 17th Floor, Denver, Colorado 80202(together with its permitted successors and permitted assigns, "Borrower") and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company ("MSMCH"), having an office at 1585 Broadway, New York, New York 10036, as administrative agent (including any of its successors and assigns, "Agent") for MORGAN STANLEY BANK, N.A., a national banking association having an office at 1585 Broadway, New York, New York 10036, and the other Lenders signatory hereto (collectively, together with such other co-lenders as may exist from time to time, "Lender" or "Lenders").

Colony NorthStar, Inc. – First Amendment (January 19th, 2018)

This First Amendment, dated as of January 12, 2018 (this Amendment), to the Second Amended and Restated Credit Agreement dated as of January 10, 2017 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement) and the Amended and Restated Guarantee and Collateral Agreement dated as of March 31, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Guarantee and Collateral Agreement), among COLONY CAPITAL OPERATING COMPANY, LLC (the Parent Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent).

Thorium Power – Securities Purchase Agreement (January 18th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of 18 January 2018 (the "Effective Date"), between Lightbridge Corporation, a Nevada corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, the "Purchaser").

ARMO BioSciences, Inc. – [] Shares ARMO BioSciences, Inc. UNDERWRITING AGREEMENT (January 16th, 2018)
Uranium Resources, Inc. – ARRANGEMENT AGREEMENT December 13, 2017 (January 12th, 2018)

1143738 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and an indirect or direct subsidiary of the Parent

Emerge Energy Services Lp Commo – SECOND LIEN NOTE PURCHASE AGREEMENT EMERGE ENERGY SERVICES LP, as Parent Guarantor, EMERGE ENERGY SERVICES OPERATING LLC, SUPERIOR SILICA SANDS LLC, AND CERTAIN OF THEIR SUBSIDIARIES, as Issuers, HPS INVESTMENT PARTNERS, LLC, as Notes Agent and Collateral Agent, and THE NOTEHOLDERS FROM TIME TO TIME PARTY HERETO, as Noteholders (January 8th, 2018)

This Second Lien Note Purchase Agreement, dated as of January 5, 2018, is entered into among EMERGE ENERGY SERVICES LP, a Delaware limited partnership (Parent Guarantor), EMERGE ENERGY SERVICES OPERATING LLC, a Delaware limited liability company (Emerge), SUPERIOR SILICA SANDS LLC, a Texas limited liability company (SSS and together with Emerge and each Person joined hereto as an issuer from time to time, collectively, the Issuers, and each individually a Issuer), the Noteholders which are now or which hereafter become a party hereto (collectively, the Noteholders and each individually a Noteholder), and HPS INVESTMENT PARTNERS, LLC (HPS), as notes agent for the Noteholders and collateral agent for the Secured Parties (in such capacities, the Agent).

Indemnification Agreement (December 15th, 2017)

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 1, 2017, by and between Wabash National Corporation, a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and [ ]

Uranium Resources, Inc. – Arrangement Agreement (December 14th, 2017)

1143738 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and an indirect or direct subsidiary of the Parent

The Walt Disney Company – Voting Agreement (December 14th, 2017)

VOTING AGREEMENT (hereinafter referred to as this "Agreement"), dated as of December 13, 2017, among The Walt Disney Company, a Delaware corporation ("Parent"), and the undersigned stockholders (each, a "Covered Stockholder", and collectively, the "Covered Stockholders") of Twenty-First Century Fox, Inc., a Delaware corporation (the "Company").

The Walt Disney Company – Voting Agreement (December 14th, 2017)

VOTING AGREEMENT (hereinafter referred to as this "Agreement"), dated as of December 13, 2017, among The Walt Disney Company, a Delaware corporation ("Parent"), and the undersigned stockholders (each, a "Covered Stockholder", and collectively, the "Covered Stockholders") of Twenty-First Century Fox, Inc., a Delaware corporation (the "Company").

Uranium Resources, Inc. – Form of Voting and Support Agreement (December 14th, 2017)

WHEREAS the Shareholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the Common Shares) in the capital of Alabama Graphite Corp. (the Company), a corporation existing under the laws of the Province of British Columbia, set forth on Schedule A attached to this Agreement;

Isolagen – Underwriters Common Stock Purchase Warrant Fibrocell Science, Inc. (December 11th, 2017)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ](1) (the Initial Exercise Date) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), will expire at 5:00 p.m. (New York time) on [ ](2) (the Termination Date), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day but not thereafter, to subscribe for and purchase from Fibrocell Science, Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of the Companys common stock, par value $0.001 per share (Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Isolagen – 7,714,156 Shares of Common Stock Pre-Funded Warrants to Purchase 5,922,208 Shares of Common Stock and Warrants to Purchase 13,636,364 Shares of Common Stock Fibrocell Science, Inc. UNDERWRITING AGREEMENT (December 11th, 2017)
Porto Holdco B.V. – First Amendment to Amended & Restated Credit Agreement (December 8th, 2017)

This FIRST AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this First Amendment) dated as of December 6, 2017, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the Borrower), Playa Hotels & Resorts N.V., a Dutch naamloze vennootschap with its corporate seat in Amsterdam, the Netherlands (Holdings), each other Guarantor party hereto, Deutsche Bank AG New York Branch as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) under the Loan Documents and each lender party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

Isolagen – Underwriters Common Stock Purchase Warrant Fibrocell Science, Inc. (December 6th, 2017)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ](the Initial Exercise Date) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), will expire at 5:00 p.m. (New York time) on the date that is five years following the Initial Exercise Date (the Termination Date), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day but not thereafter, to subscribe for and purchase from Fibrocell Science, Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of the Companys common stock, par value $0.001 per share (Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2

Isolagen – Fibrocell Science, Inc. UNDERWRITING AGREEMENT (December 6th, 2017)
Realty Finance Trust, Inc. – BSPRT 2017-Fl2 ISSUER, LTD., as Issuer, BSPRT 2017-Fl2 CO-ISSUER, LLC, as Co- Issuer, BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Advancing Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee, U.S. BANK NATIONAL ASSOCIATION, as Note Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Custodian INDENTURE Dated as of November 29, 2017 (December 5th, 2017)

INDENTURE, dated as of November 29, 2017, by and among BSPRT 2017-FL2 ISSUER, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer"), BSPRT 2017-FL2 CO-ISSUER, LLC, a limited liability company formed under the laws of Delaware (the "Co-Issuer"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Trustee"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication agent, custodian and backup advancing agent (in all of the foregoing capacities, together with its permitted successors and assigns, the "Note Administrator"), U.S. BANK NATIONAL ASSOCIATION, as custodian (herein, together with its permitted successors and assigns in the trusts hereunder, the "Custodian"), and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P. (including a

Isolagen – Hogan Lovells US LLP 1735 Market Street, 23rd Floor Philadelphia, PA 19103 T +1 267 675 4600 F +1 267 675 4601 (December 4th, 2017)
Forum Merger Corp – Voting Agreement (December 1st, 2017)

This Voting Agreement (this Agreement) is made as of November 30, 2017, by and among (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, Parent), (ii) C1 Investment Corp., a Delaware corporation (the Company), and (iii) Clearlake Capital Partners III (Master), L.P., a Delaware limited partnership (Holder), solely in Holders capacity as a Company Stockholder (and not in any other capacity). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

PS Business Parks, Inc. – Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (December 1st, 2017)
Forum Merger Corp – AGREEMENT AND PLAN OF MERGER by and Among FORUM MERGER CORPORATION, as the Parent, FMC MERGER SUBSIDIARY CORP., as Merger Sub I, FMC MERGER SUBSIDIARY LLC, as Merger Sub II, CLEARLAKE CAPITAL MANAGEMENT III, L.P., in the Capacity as the Seller Representative, and C1 INVESTMENT CORP., as the Company Dated as of November 30, 2017 (December 1st, 2017)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of November 30, 2017 by and among (i) Forum Merger Corporation, a Delaware corporation (the Parent), (ii) FMC Merger Subsidiary Corp., a Delaware corporation (Merger Sub I) and a wholly-owned subsidiary of Parent, (iii) FMC Merger Subsidiary LLC, a Delaware limited liability company (Merger Sub II and together with Merger Sub I, the Merger Subs) and a wholly-owned subsidiary of the Parent, (iv) Clearlake Capital Management III, L.P., a Delaware limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the Company Securityholders in accordance with the terms and conditions of this Agreement (the Seller Representative), and (v) C1 Investment Corp., a Delaware corporation (the Company). The Parent, the Merger Subs, the Seller Representative and the Company are sometimes referred to herein individually as a Party and, collectively, as the Parties.

Forum Merger Corp – Voting Agreement (December 1st, 2017)

This Voting Agreement (this Agreement) is made as of November 30, 2017, by and among (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, Parent), (ii) C1 Investment Corp., a Delaware corporation (the Company), and (iii) Clearlake Capital Partners III (Master), L.P., a Delaware limited partnership (Holder), solely in Holders capacity as a Company Stockholder (and not in any other capacity). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

Forum Merger Corp – Form of Lock-Up Agreement (December 1st, 2017)

THIS LOCK-UP AGREEMENT (this Agreement) is made and entered into as of [*] 2018 by and between (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, Parent) and (ii) the undersigned stockholder and/or optionholder (Holder) of the Company. Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).

Forum Merger Corp – Form of Lock-Up Agreement (December 1st, 2017)

THIS LOCK-UP AGREEMENT (this Agreement) is made and entered into as of [*] 2018 by and between (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, Parent) and (ii) the undersigned stockholder and/or optionholder (Holder) of the Company. Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).