Hogan Lovells Sample Contracts

Contract (March 18th, 2019)
AGREEMENT AND PLAN OF MERGER by and Among SMITH & NEPHEW CONSOLIDATED, INC., PAPYRUS ACQUISITION CORP., OSIRIS THERAPEUTICS, INC. And SMITH & NEPHEW PLC Dated as of March 12, 2019 (March 12th, 2019)

This AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of March 12, 2019, is entered into by and among Smith & Nephew Consolidated, Inc., a Delaware corporation (Parent); Papyrus Acquisition Corp., a Maryland corporation and an indirect Subsidiary of Parent (Sub); Osiris Therapeutics, Inc., a Maryland corporation (the Company); and, solely for purposes of Section 7.02 and Article XI, Smith & Nephew plc, an English public limited liability company (Parent Holdco). Each of Parent, Sub, the Company and Parent Holdco are referred to herein as a Party and together as Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.

Contract (March 8th, 2019)
Amended and Restated Credit Agreement Dated as of January 27, 2017 Among Patterson Companies, Inc., as the Borrower the Lenders From Time to Time Parties Hereto, Mufg Bank, Ltd., Formerly Known as the Bank of Tokyo-Mitsubishi Ufj, Ltd., as Administrative Agent Bank of America, N.A., as Syndication Agent and Jpmorgan Chase Bank, N.A. U.S. Bank National Association Wells Fargo Bank, National Association Fifth Third Bank and Royal Bank of Canada, as Co- Documentation Agents (March 6th, 2019)

This Amended and Restated Credit Agreement, dated as of January 27, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time), is entered into by and among Patterson Companies, Inc., a Minnesota corporation, as the Borrower, the Lenders from time to time party hereto and MUFG Bank, Ltd., formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent.

Agreement (March 5th, 2019)

This Agreement (this Agreement) is made and entered into as of March 4, 2019, by and among Papa Johns International, Inc., a Delaware corporation (the Company), and John H. Schnatter (Founder) (each of the Company and Founder, a Party to this Agreement, and collectively, the Parties).

Univar Inc. – Contract (March 1st, 2019)
Colony NorthStar Credit Real Estate, Inc. – Contract (March 1st, 2019)
Contract (March 1st, 2019)
Intrexon Corp – Contract (March 1st, 2019)
Colony NorthStar Credit Real Estate, Inc. – Contract (March 1st, 2019)
Contract (February 28th, 2019)
Contract (February 28th, 2019)
Contract (February 28th, 2019)
Securities Purchase Agreement (February 4th, 2019)

SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of February 3, 2019, by and among Papa Johns International, Inc., a Delaware corporation, with headquarters located at 2002 Papa Johns Boulevard, Louisville, Kentucky 40299-2367 (the Company), and the investors listed on the Schedule of Buyers attached hereto (individually, an Original Buyer and collectively, the Original Buyers).

Governance Agreement (February 4th, 2019)

This Governance Agreement (this Agreement) is made and entered into as of February 4, 2019 by and among Papa Johns International, Inc. (the Company) and the entities and natural persons set forth in the signature pages hereto (collectively, Starboard) (each of the Company and Starboard, a Party to this Agreement, and collectively, the Parties).

Avedro Inc – Contract (February 4th, 2019)
Contract (February 4th, 2019)
Contract (January 25th, 2019)
Separation and Distribution Agreement (January 18th, 2019)
EYEPOINT PHARMACEUTICALS, INC. Common Stock (Par Value $0.001 Per Share) at Market Issuance Sales Agreement (January 18th, 2019)
Appfolio Inc – Agreement and Plan of Merger (January 8th, 2019)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 7, 2019, is made and entered into by and among AppFolio, Inc., a Delaware corporation ("Purchaser"), Riviera Mar, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Subsidiary"), Dynasty Marketplace, Inc., a Delaware corporation (the "Company"), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as Stockholders' Representative (as hereinafter defined).

Denali Holding Inc. – DELL TECHNOLOGIES INC. AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT Dated as of December 25, 2018 (December 28th, 2018)
Denali Holding Inc. – DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED CLASS a STOCKHOLDERS AGREEMENT Dated as of December 25, 2018 (December 28th, 2018)
Obalon Therapeutics Inc – Contract (December 27th, 2018)
TEKMIRA PHARMACEUTICALS Corp – Contract (December 20th, 2018)
Vici Properties Inc. – VICI PROPERTIES INC. (A Maryland Corporation) COMMON STOCK ($0.01 PAR VALUE PER SHARE) Equity Distribution Agreement (December 19th, 2018)

VICI Properties Inc., a Maryland corporation (the "Company"), and VICI Properties L.P., a Delaware limited partnership (the "Operating Partnership"), each confirms its respective agreements (this "Agreement") with the Managers as follows:

Pursuant to the Indenture, Dated as of February 4, 2008 (The Indenture), Between UnitedHealth Group Incorporated, a Delaware Corporation (The Company), and U.S. Bank National Association, as Trustee (The Trustee), and Resolutions Adopted by the Companys Board of Directors on October 30, 2007, This Officers Certificate and Company Order Is Being Delivered to the Trustee to Establish the Terms of a Series of Securities in Accordance With Section 301 of the Indenture, to Establish the Form of the Securities of Such Series in Accordance With Section 201 of the Indenture, to Request the Authenticat (December 17th, 2018)
Pursuant to the Indenture, Dated as of February 4, 2008 (The Indenture), Between UnitedHealth Group Incorporated, a Delaware Corporation (The Company), and U.S. Bank National Association, as Trustee (The Trustee), and Resolutions Adopted by the Companys Board of Directors on October 30, 2007, This Officers Certificate and Company Order Is Being Delivered to the Trustee to Establish the Terms of a Series of Securities in Accordance With Section 301 of the Indenture, to Establish the Form of the Securities of Such Series in Accordance With Section 201 of the Indenture, to Request the Authenticat (December 17th, 2018)
UnitedHealth Group Incorporated Debt Securities Underwriting Agreement (December 17th, 2018)
Pursuant to the Indenture, Dated as of February 4, 2008 (The Indenture), Between UnitedHealth Group Incorporated, a Delaware Corporation (The Company), and U.S. Bank National Association, as Trustee (The Trustee), and Resolutions Adopted by the Companys Board of Directors on October 30, 2007, This Officers Certificate and Company Order Is Being Delivered to the Trustee to Establish the Terms of a Series of Securities in Accordance With Section 301 of the Indenture, to Establish the Form of the Securities of Such Series in Accordance With Section 201 of the Indenture, to Request the Authenticat (December 17th, 2018)
Pursuant to the Indenture, Dated as of February 4, 2008 (The Indenture), Between UnitedHealth Group Incorporated, a Delaware Corporation (The Company), and U.S. Bank National Association, as Trustee (The Trustee), and Resolutions Adopted by the Companys Board of Directors on October 30, 2007, This Officers Certificate and Company Order Is Being Delivered to the Trustee to Establish the Terms of a Series of Securities in Accordance With Section 301 of the Indenture, to Establish the Form of the Securities of Such Series in Accordance With Section 201 of the Indenture, to Request the Authenticat (December 17th, 2018)
US$ 1,000,000,000 FACILITY AGREEMENT FOR MILLICOM INTERNATIONAL CELLULAR S.A. ARRANGED BY BNP Paribas Fortis SA/NV Goldman Sachs Bank USA the Bank of Nova Scotia WITH the Bank of Nova Scotia ACTING AS AGENT Bridge TERM FACILITY AGREEMENT (December 13th, 2018)

Clause Page 1. Definitions and Interpretation 1 2. The Facility 32 3. Purpose 34 4. Conditions of Utilisation 35 5. Utilisation - Loans 37 6. Repayment 39 7. Prepayment and Cancellation 40 8. Interest 47 9. Interest Periods 48 10. Changes to the Calculation of Interest 49 11. Fees 50 12. Tax Gross Up and Indemnities 51 13. Increased Costs 56 14. Other Indemnities 58

Us$ 600,000,000 Facility Agreement Dated 27 January 2017 for Millicom International Cellular S.A. Arranged by the Bank of Nova Scotia Bnp Paribas Citigroup Global Markets Limited Dnb Markets, a Part of Dnb Bank Asa, Sweden Branch With Dnb Bank Asa, Sweden Branch Acting as Agent Multicurrency Revolving Facility Agreement Contents (December 13th, 2018)

Clause Page 1. Definitions and Interpretation 1 2. The Facility 35 3. Purpose 37 4. Conditions of Utilisation 38 5. Utilisation - Loans 40 6. Optional Currencies 42 7. Ancillary Facilities 43 8. Repayment 49 9. Prepayment and Cancellation 51 10. Interest 55 11. Interest Periods 56 12. Changes to the Calculation of Interest 56 13. Fees 57 14. Tax Gross Up and Indemnities 5

Resideo Technologies, Inc. – Contents (December 6th, 2018)
Cambridge Bancorp – Contract (December 6th, 2018)