Hogan Lovells Sample Contracts

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)
Tesaro – AGREEMENT AND PLAN OF MERGER Among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018 (December 3rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this Agreement), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (Parent), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (Purchaser), and TESARO, Inc., a Delaware corporation (the Company). Parent, Purchaser and the Company are each sometimes referred to herein as a Party, and, collectively, as the Parties.

Tesaro – Tender and Support Agreement (December 3rd, 2018)

TENDER AND SUPPORT AGREEMENT, dated as of December [ ], 2018 (this Agreement), among GlaxoSmithKline plc, a public limited company incorporated in England and Wales (Parent), Adriatic Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (Purchaser), and [STOCKHOLDER] (the Stockholder). Parent, Purchaser and the Stockholder are each sometimes referred to herein as a Party and collectively, as the Parties.

Tesaro – AGREEMENT AND PLAN OF MERGER Among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018 (December 3rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this Agreement), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (Parent), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (Purchaser), and TESARO, Inc., a Delaware corporation (the Company). Parent, Purchaser and the Company are each sometimes referred to herein as a Party, and, collectively, as the Parties.

EYEPOINT PHARMACEUTICALS, INC. And as Trustee INDENTURE Dated as of , (November 28th, 2018)
Gaming Partners International Corporation – AGREEMENT AND PLAN OF MERGER Among: ANGEL HOLDINGS GODO KAISHA, a Company Organized Under the Laws of Japan; AGL NEVADA CORPORATION, a Nevada Corporation; And GAMING PARTNERS INTERNATIONAL CORPORATION, a Nevada Corporation Dated as of November 27, 2018 (November 27th, 2018)

Section 1 MERGER TRANSACTION 1.1 Merger of Merger Sub into the Company 6 1.2 Effect of the Merger 6 1.3 Closing; Effective Time 6 1.4 Articles of Incorporation and Bylaws; Directors and Officers 7 1.5 Conversion of Shares 7 1.6 Surrender of Certificates; Stock Transfer Books 8 1.7 Treatment of Company Equity Awards 11 1.8 Further Action 11 Section 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2.1 Due Organization; Subsidiaries, Etc 12 2.2 Charter Documents 13 2.3 Capitalization, Etc 13 2.4 SEC Filings; Financial Statements 14 2.5 Absence of Changes 16 2.6 Title to Assets 16 2.7 Real Property 17 2.8 Intellectual Property 18 2.9 Contracts 20 2.10 Undis

GOGO INC. 6.00% Convertible Senior Notes Due 2022 Purchase Agreement (November 21st, 2018)
Contract (November 20th, 2018)
Aptevo Therapeutics Inc. – Aptevo Therapeutics Inc., Aptevo Biotherapeutics Llc, (November 14th, 2018)

same may be amended, supplemented, restated or otherwise modified from time to time, the "Agreement") is dated as of August 6, 2018 (the "Closing Date") by and among APTEVO THERAPEUTICS INC., a Delaware corporation, APTEVO BIOTHERAPEUTICS LLC, a Delaware limited liability company, APTEVO RESEARCH AND DEVELOPMENT LLC, a Delaware limited liability company and any additional borrower that may hereafter be added to this Agreement (each, individually as a "Borrower", and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the "Borrowers"), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Realty Finance Trust, Inc. – Indenture (November 13th, 2018)

INDENTURE, dated as of October 12, 2018, by and among BSPRT 2018-FL4 ISSUER, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), BSPRT 2018-FL4 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 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. (includin

Contract (November 9th, 2018)
Contract (November 9th, 2018)
Intrexon Corp – Exclusive License Agreement (November 8th, 2018)

This Exclusive License Agreement (the "Agreement") is entered into as of October 5, 2018 (the "Effective Date") by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 ("Ziopharm"), and Precigen, Inc., a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 ("Precigen"), a wholly owned subsidiary of Intrexon Corporation, a Virginia corporation, with its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876 ("Intrexon"). Ziopharm and Precigen are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Intrexon is a party to: the Recitals; Section 2.2, Section 3.4, Article 13 and Section 14.13 of this Agreement.

Contract (November 7th, 2018)

Confidential treatment requested by the registrant for its submission of this draft registration MIC-0462 statement pursuant to Securities and Exchange Commission Rule 83

Contract (November 7th, 2018)

Confidential treatment requested by the registrant for its submission of this draft registration MIC-0706 statement pursuant to Securities and Exchange Commission Rule 83

Delta Petroleum Corporation – Confidential Information, Marked by Brackets and Asterisks ([***]), in This Exhibit Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to This Omitted Information. Topping Unit Purchase Agreement by and Among Ies Downstream, Llc, Eagle Island, Llc and Par Hawaii Refining, Llc and for the Limited Purposes Set Forth Herein Par Pacific Holdings, Inc. Dated as of August 29, 2018 (November 7th, 2018)

THIS TOPPING UNIT PURCHASE AGREEMENT is entered into as of August 29, 2018 (this "Agreement"), by and among IES Downstream, LLC, a Delaware limited liability company ("Seller"), Eagle Island, LLC, a Delaware limited liability company (the "Company"), Par Hawaii Refining, LLC, a Hawaii limited liability company ("Purchaser"), and, for the limited purposes set forth herein, Par Pacific Holdings, Inc., a Delaware corporation ("Issuer"). The Seller and Purchaser shall each be referred to in this Agreement as a "Party", and collectively as the "Parties". Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XIII.

Cempra Inc. – Contract (November 7th, 2018)

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.

Contract (November 6th, 2018)
Contract (November 2nd, 2018)
OptiNose, Inc. – And as Trustee INDENTURE (November 1st, 2018)

INDENTURE, dated as of , by and between OptiNose, Inc., a Delaware corporation, as Issuer (the "Company"), and , a , organized under the laws of , as Trustee (the "Trustee").

Third Amended and Restated Receivables Purchase and Administration Agreement (October 30th, 2018)

THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, dated as of October 23, 2018 (as modified, supplemented, amended or amended and restated from time to time, this "Agreement"), by and among T-MOBILE HANDSET FUNDING LLC, a Delaware limited liability company, as Transferor (as defined below), T-MOBILE FINANCIAL LLC, a Delaware limited liability company ("Finco"), in its individual capacity and as Servicer (as defined below), T-MOBILE US, INC., a Delaware corporation, in its capacity as performance guarantor under the Performance Guaranty (in such capacity, a "Guarantor"), T-MOBILE USA, INC., a Delaware corporation, in its capacity as performance guarantor under the Performance Guaranty (in such capacity, a "Guarantor"), the CONDUIT PURCHASERS (as defined below) party hereto from time to time, the COMMITTED PURCHASERS (as defined below) party hereto from time to time, the FUNDING AGENTS (as defined below) for the Ownership Groups from time to time party hereto,

Aradigm Corp – Senior Note Purchase Agreement (October 30th, 2018)
Kite Realty Group, L.P. – TERM LOAN AGREEMENT Dated as of October 25, 2018 by and Among KITE REALTY GROUP, L.P., as Borrower, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, REGIONS BANK, FIFTH THIRD BANK, THE HUNTINGTON NATIONAL BANK and ASSOCIATED BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, KEYBANC CAPITAL MARKETS INC., REGIONS CAPITAL MARKETS, FIFTH THIRD BANK, THE HUNTINGTON NATIONAL BANK and ASSOCIATED BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners, and THE FINANCIAL INSTITUTIONS INITIALLY SIGNATORY HERETO AND THEIR ASSIGNEES PURSUANT TO SECTION 13.5., as Lenders (October 26th, 2018)

THIS TERM LOAN AGREEMENT (this Agreement) dated as of October 25, 2018, by and among KITE REALTY GROUP, L.P., a limited partnership formed under the laws of the State of Delaware (the Borrower), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 13.5.(d), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), REGIONS BANK, FIFTH THIRD BANK, THE HUNTINGTON NATIONAL BANK and ASSOCIATED BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (collectively the Syndication Agents), and KEYBANC CAPITAL MARKETS INC., REGIONS CAPITAL MARKETS, FIFTH THIRD BANK, THE HUNTINGTON NATIONAL BANK AND ASSOCIATED BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (the Bookrunners).

Contract (October 19th, 2018)
STRICTLY CONFIDENTIAL Rexahn Pharmaceuticals, Inc. 15245 Shady Grove Road, Suite 455 Rockville, Maryland 20850 Attn: Douglas J. Swirsky, President & Chief Financial Officer Dear Mr. Swirsky: (October 19th, 2018)

This letter agreement (this "Agreement") constitutes the agreement between Rexahn Pharmaceuticals, Inc. (the "Company") and H.C. Wainwright & Co., LLC ("Wainwright") that Wainwright shall serve as the exclusive agent, advisor or underwriter (except as provided herein) in any offering (each, an "Offering") of securities of the Company sold by or on behalf of the Company (the "Securities") during the Term (as defined below) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright's assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company

Contract (October 19th, 2018)
AMENDMENT NO. 3 Dated as of October 9, 2018 to CREDIT AGREEMENT Dated as of August 30, 2017 (October 11th, 2018)

CREDIT AGREEMENT dated as of August 30, 2017 (as it may be amended, restated, supplemented or modified from time to time, this "Agreement"), among PAPA JOHN'S INTERNATIONAL, INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Documentation Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Senior Managing Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Cellceutix – Securities Purchase Agreement (October 9th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 5, 2018, between Innovation Pharmaceuticals Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Kite Realty Group Trust – Executive Employment Agreement (October 4th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of October 1, 2018, by and between Kite Realty Group Trust, a Maryland real estate investment trust (the "Company"), and Heath R. Fear (the "Executive") and shall be effective as of November 5, 2018.

Denali Holding Inc. – Annex a - Form of Joinder Agreement Annex B - Form of Spousal Consent (October 4th, 2018)
Denali Holding Inc. – DELL TECHNOLOGIES INC. AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT Dated as of [*], 2018 (October 4th, 2018)
Restructuring Support Agreement (October 2nd, 2018)

This Restructuring Support Agreement (including all exhibits and schedules attached hereto and in accordance with Section 2, this Agreement)(1) is made and entered into as of September 28, 2018, by and among the following parties and any such party that subsequent to the date hereof executes and delivers a joinder to this Agreement (Joinder Agreement) in the form of Exhibit B (each of the foregoing described in sub-clauses (i) and (ii), a Party and, collectively, the Parties):