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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).

NorthStar Real Estate Income II, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

NorthStar Real Estate Income Trust, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Colony NorthStar Credit Real Estate, Inc. – Stockholders Agreement (November 21st, 2017)

This STOCKHOLDERS AGREEMENT is entered into as of [ ], 201[ ], 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, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Agreement and Plan of Merger (November 20th, 2017)
Contract (November 13th, 2017)
Dividend Capital Diversified Property Fund Inc. – Contract (November 13th, 2017)
Contract (November 13th, 2017)
QTS Realty Trust, Inc. – 4.750% Senior Notes Due 2025 (November 8th, 2017)

INDENTURE dated as of November 8, 2017 among QualityTech, LP, a Delaware limited partnership, QTS Finance Corporation, a Delaware corporation, QTS Realty Trust, Inc., a Maryland corporation (QTS), each of the Subsidiary Guarantors (as defined herein) party hereto, and Deutsche Bank Trust Company Americas, a New York banking corporation organized and existing under the laws of the State of New York, as Trustee.

Tesaro – Exclusive License Agreement (November 7th, 2017)

This EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is entered into as of July 27, 2017 (the "Effective Date") by and between TESARO, INC., a Delaware corporation having an address at 1000 Winter Street, Suite 3300, Waltham, Massachusetts 02451, U.S.A. ("TESARO"), and MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation and wholly-owned subsidiary of Takeda Pharmaceutical Company Limited having an address at 40 Landsdowne Street, Cambridge, MA 02139, U.S.A ("Licensee"). TESARO and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

National Rural Utilities Cooperative Finance Corp /Dc/ – NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION CFC InterNotes(r) AGENCY AGREEMENT (November 3rd, 2017)

National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative association (the "Company"), confirms its agreement with each of you (individually, an "Agent" and, collectively, the "Agents") with respect to the issue and sale by the Company of its CFC InterNotes(r) (such CFC InterNotes(r), the "Securities"). The Securities are to be issued from time to time pursuant to an Indenture, dated as of December 15, 1987 (the "Original Indenture"), as supplemented by a First Supplemental Indenture dated as of October 1, 1990 (the "Supplemental Indenture") (the Original Indenture, as amended and supplemented by the Supplemental Indenture and as it may be supplemented or amended from time to time, being hereinafter referred to as the "Indenture"), between the Company and U.S. Bank National Association, as successor trustee (the "Trustee").

5,525,000 Shares of Common Stock Pre-Funded Warrants to Purchase 4,475,000 Shares of Common Stock and Warrants to Purchase 10,000,000 Shares of Common Stock Eleven Biotherapeutics, Inc. UNDERWRITING AGREEMENT (November 3rd, 2017)
Settlement Agreement (November 2nd, 2017)

This Settlement Agreement ("Agreement") is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General ("OIG-HHS") of the Department of Health and Human Services (HHS) (collectively, the "United States"), VITAS Hospice Services, L.L.C., VITAS Healthcare Corporation, VITAS Healthcare Corporation of California, VITAS Healthcare Corporation of Illinois, VITAS Healthcare Corporation of Florida, VITAS Healthcare Corporation of Ohio, VITAS Healthcare Corporation of Atlantic, VITAS Healthcare of Texas, L.P., VITAS Healthcare Corporation Midwest, VITAS Healthcare Corporation of Georgia (collectively, "VITAS"), and Chemed Corporation (collectively, "Defendants"), and Laura Spottiswood, Barbara Urick, and Charles Gonzales (collectively the "Relators") (hereafter collectively referred to as the "Parties"), through their authorized representatives.

Corporate Integrity Agreement Between the Office of Inspector General of the Department of Health and Human Services and Vitas Hospice Services, L.L.C., Vitas Healthcare Corporation, Vitas Healthcare Corporation of California, Vitas Healthcare Corporation of Illinois, Vitas Healthcare Corporation of Florida, Vitas Healthcare Corporation of Ohio, Vitas Healthcare Corporation of Atlantic, Vitas Healthcare of Texas, L.P., Vitas Healthcare Corporation Midwest, and Vitas Healthcare Corporation of Georgia. (November 2nd, 2017)

VITAS Hospice Services, L.L.C., VITAS Healthcare Corporation, VITAS Healthcare Corporation of California, VITAS Healthcare Corporation of Illinois, VITAS Healthcare Corporation of Florida, VITAS Healthcare Corporation of Ohio, VITAS Healthcare Corporation of Atlantic, VITAS Healthcare of Texas, L.P., VITAS Healthcare Corporation Midwest, and VITAS Healthcare Corporation of Georgia (collectively, "VITAS"), hereby enter into this Corporate Integrity Agreement (CIA) with the Office of Inspector General (OIG) of the United States Department of Health and Human Services (HHS) to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs (as defined in 42 U.S.C. SS 1320a-7b(f)) (Federal health care program requirements). Contemporaneously with this CIA, VITAS is entering into a Settlement Agreement with the United States.

Hogan Lovells US LLP 1735 Market Street, 23rd Floor Philadelphia, PA 19103 T +1 267 675 4600 F +1 267 675 4601 www.hoganlovells.com (October 31st, 2017)
[*] Shares of Common Stock (Or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) and Warrants to Purchase [*] Shares of Common Stock Eleven Biotherapeutics, Inc. UNDERWRITING AGREEMENT (October 31st, 2017)
[*] Shares of Common Stock (Or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) and Warrants to Purchase [*] Shares of Common Stock Eleven Biotherapeutics, Inc. UNDERWRITING AGREEMENT (October 30th, 2017)
UNITEDHEALTH GROUP INCORPORATED $950,000,000 2.950% Notes Due October 15, 2027 Officers Certificate and Company Order (October 25th, 2017)

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 authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

UNITEDHEALTH GROUP INCORPORATED $900,000,000 1.950% Notes Due October 15, 2020 Officers Certificate and Company Order (October 25th, 2017)

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 authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

UNITEDHEALTH GROUP INCORPORATED $900,000,000 2.375% Notes Due October 15, 2022 Officers Certificate and Company Order (October 25th, 2017)

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 authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

UNITEDHEALTH GROUP INCORPORATED $300,000,000 Floating Rate Notes Due October 15, 2020 Officers Certificate and Company Order (October 25th, 2017)

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 authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

UnitedHealth Group Incorporated Debt Securities Underwriting Agreement (October 25th, 2017)