Hogan Lovells Sample Contracts

Sesen Bio, Inc.Contract (February 17th, 2021)
NVR IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (September 17th, 2020)

We are acting as counsel to NVR, Inc., a Virginia corporation (the “Company”), in connection with the Underwriting Agreement dated September 15, 2020 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC (the “Underwriter”), relating to the issuance by the Company of $50,000,000 aggregate principal amount of 3.000% Notes due 2030 (the “Notes”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-237918) filed with the Securities and Exchange Commission on April 30, 2020 (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

NVR IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (September 9th, 2020)

We are acting as counsel to NVR, Inc., a Virginia corporation (the “Company”), in connection with the Underwriting Agreement dated September 3, 2020 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC (the “Underwriter”), relating to the issuance by the Company of $250,000,000 aggregate principal amount of 3.000% Notes due 2030 (the “Notes”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-237918) filed with the Securities and Exchange Commission on April 30, 2020 (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

Flir Systems IncHogan Lovells US LLP 390 Madison Avenue New York, NY 10017 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com (August 4th, 2020)
SuperCanada and CETA compared: a skeleton UK/EU Trade Agreement (August 3rd, 2020)

The note sets out the basic provisions that could be expected to be contained in a comprehensive UK/EU Trade Agreement. It uses the Comprehensive Economic and Trade Agreement of 2016 (“CETA”) between Canada and the EU as a template, to illustrate that, whilst the successful negotiation of a ‘SuperCanada’ UK/EU Agreement will be an undoubtedly complicated process, a successful outcome is not only possible but much the same conclusions have already been reached.

IMPLEMENTATION AGREEMENT (July 28th, 2020)

CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. PUBLICATION OF THE ANNOUNCEMENT 6 3. UNDERTAKINGS TO SATISFY THE CONDITIONS 7 4. IMPLEMENTATION OF THE SCHEME AND RIGHT TO SWITCH 9 5. SCHEME DOCUMENTATION 9 6. RESPONSIBILITY FOR INFORMATION 10 7. APPLICATION OF THE CODE AND APPOINTMENT OF CODE EXPERT 10 8. CONDUCT PENDING COMPLETION OF THE ACQUISITION 15 9. PURECIRCLE SHARE RIGHTS 16 10. TERMINATION 16 11. REPRESENTATIONS AND WARRANTIES 17 12. D&O INSURANCE 17 13. MISCELLANEOUS PROVISIONS 17 14. GOVERNING LAW AND JURISDICTION 20

Choice Hotels International Inc /DeHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (July 10th, 2020)
NBT Bancorp IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (June 23rd, 2020)
ACCOUNT AGREEMENT (May 21st, 2020)
DATA PROTECTION TRUST AGREEMENT (May 21st, 2020)

CONTENTS CLAUSE PAGE 1. DEFINITIONS, INTERPRETATION AND COMMON TERMS 2 1. DEFINITIONS, INTERPRETATION AND COMMON TERMS 2 2. PORTFOLIO DECRYPTION KEY/TRANSFER OF PERSONAL DATA TO DATA PROTECTION TRUSTEE 3 2. PORTFOLIO DECRYPTION KEY/TRANSFER OF PERSONAL DATA TO DATA PROTECTION TRUSTEE 3 3. SAFEKEEPING OF THE PORTFOLIO DECRYPTION KEY/NOTIFICATION OF THE OBLIGORS OF THE ASSIGNMENT OF PURCHASED RECEIVABLES 3 3. SAFEKEEPING OF THE PORTFOLIO DECRYPTION KEY/NOTIFICATION OF THE OBLIGORS OF THE ASSIGNMENT OF PURCHASED RECEIVABLES 3 4. DELIVERY OF THE PORTFOLIO DECRYPTION KEY BY THE DATA PROTECTION TRUSTEE 7 4. DELIVERY OF THE PORTFOLIO DECRYPTION KEY BY THE DATA PROTECTION TRUSTEE 7 5. COMPENSATION 8 5. COMPENSATION 8 6. TERMINATION BY THE DATA PROTECTION TRUSTEE 8 6. TERMINATION BY THE DATA PROTECTION TRUSTEE 8 7. REPLACING THE DATA PROTECTION TRUSTEE 9 7. REPLACING THE DATA PROTECTION TRUSTEE 9 8. ON-DELIVERY OF THE PORTFOLIO DECRYPTION KEY 9 8. ON-DELIVERY OF THE PORTFOLIO DECRYP

Anthem, Inc.Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (May 5th, 2020)
RECEIVABLES PURCHASE AGREEMENT (May 5th, 2020)
REDELIVERY REPURCHASE AGREEMENT (May 5th, 2020)
NVR IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (May 4th, 2020)

We are acting as counsel to NVR, Inc., a Virginia corporation (the “Company”), in connection with the Underwriting Agreement dated April 30, 2020 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC (the “Underwriter”), relating to the issuance by the Company of $600,000,000 aggregate principal amount of 3.000% Notes due 2030 (the “Notes”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-237918 ) filed with the Securities and Exchange Commission on April 30, 2020 (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

CNB Financial Corp/PaHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (January 30th, 2020)

We have acted as counsel to CNB Financial Corporation, a Pennsylvania corporation (“CNB”) in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 18, 2019, by and among CNB, CNB Bank, a Pennsylvania-chartered nonmember bank (“CNB Bank”) and Bank of Akron, a New York-chartered nonmember bank (the “Company”). For purposes of this opinion, the term “Merger” refers to the merger of the Company with and into CNB Bank, with CNB Bank surviving as a wholly owned subsidiary of CNB, all as more fully described in the Merger Agreement, the Form S-4 filed in connection with the Merger and the proxy statement/prospectus contained therein, as amended or supplemented through the effective date thereof (the “Registration Statement”), and the other documents included or described in the Registration Statement. Unless otherwise indicated, all terms used but not defined herein have the meaning ascribed to them in the Merger Agreement.1

Cambridge BancorpHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (January 22nd, 2020)

We have acted as counsel to Cambridge Bancorp, a Massachusetts corporation and registered bank holding company (“Cambridge”) in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 5, 2019, by and among Wellesley Bancorp, Inc., a Maryland corporation and registered bank holding company (“Wellesley”), Wellesley Bank, a Massachusetts-charted bank and wholly owned subsidiary of Wellesley (“Wellesley Bank”), Cambridge, and Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge (“Bank”). For purposes of this opinion, the term “Mergers” refer to (a) the merger of Wellesley with and into Cambridge, with Cambridge as the surviving entity and (b) immediately thereafter, the merger of Wellesley Bank with and into Bank, with Bank surviving as a wholly owned subsidiary of Cambridge, all as more fully described in the Merger Agreement, the Form S-4 filed in connection with the Mergers and the proxy stateme

Choice Hotels International Inc /DeHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (November 14th, 2019)
Anthem, Inc.Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (September 9th, 2019)
Colgate Palmolive CoLadies and Gentlemen: We are acting as counsel to Colgate-Palmolive Company, a Delaware corporation (the “Company”), in connection with the Distribution Agreement, dated July 26, 2012 (the “Distribution Agreement”) among the Company and Citigroup Global ... (February 26th, 2019)

This opinion letter is based as to matters of law solely on the applicable provisions of the following, as currently in effect: (i) the General Corporation Law of the State of Delaware, as amended, and (ii) the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level). We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations (and in particular, we express no opinion as to any effect that such other laws, statutes, ordinances, rules, or regulations may have on the opinions expressed herein).

Brown Forman CorpHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (March 26th, 2018)
SERVICING AGREEMENT (March 20th, 2018)
Anthem, Inc.Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (March 2nd, 2018)
Anthem, Inc.Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (November 21st, 2017)
Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (November 13th, 2017)
Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (September 12th, 2017)
Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (August 18th, 2017)
Supreme Industries IncAMENDMENT NUMBER TWO TO EMPLOYMENT CONTRACT (Herbert M. Gardner) (August 9th, 2017)

This Amendment Number Two to Employment Contract (this “Amendment”) is made and entered into as of August 8, 2017 by and between Supreme Industries, Inc., a Delaware corporation (the “Company”), and Herbert M. Gardner (the “Executive”). The Company and the Executive are sometimes referred to herein as the “Parties.”

Supreme Industries IncAMENDMENT NUMBER TWO TO EMPLOYMENT CONTRACT (William J. Barrett) (August 9th, 2017)

This Amendment Number Two to Employment Contract (this “Amendment”) is made and entered into as of August 8, 2017 by and between Supreme Industries, Inc., a Delaware corporation (the “Company”), and William J. Barrett (the “Executive”). The Company and the Executive are sometimes referred to herein as the “Parties.”

Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (June 20th, 2017)
Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (May 24th, 2017)
Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (May 11th, 2017)
RECEIVABLES PURCHASE AGREEMENT (March 22nd, 2017)

CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. AGREEMENT FOR SALE AND PURCHASE 2 3. SALE OF THE INITIAL RECEIVABLES 3 4. SALES OF ADDITIONAL RECEIVABLES 3 5. CONSIDERATION 4 6. COMPLETION 5 7. TRUST 5 8. WARRANTIES AND REPRESENTATIONS 5 9. REPURCHASE 9 10. PAYMENT FOR NON-EXISTENT RECEIVABLES 11 11. PREPAYMENTS OF PURCHASED RECEIVABLES 11 12. CLEAN-UP CALL OPTION 12 13. NOTIFICATION 12 14. LATE PAYMENT/INDEMNITY 13 15. POWER OF ATTORNEY 14 16. CONTINUATION OF OBLIGATIONS 14 17. ASSIGNMENT AND SUBCONTRACTING 14 18. VALUE ADDED TAX 15 19. WITHHOLDING TAXES 15 20. EFFECTIVE DATE 15 21. FURTHER ASSURANCE 16 22. ENTIRE AGREEMENT 16 23. REMEDIES AND WAIVERS 16 24. AMENDMENTS 16 25. PARTIAL INVALIDITY 17 26. NOTICES 17 27. COUNTERPARTS 18 28. THE SECURITY TRUSTEE AS A PARTY 18 29. NON-PETITION AND LIMITED RECOURSE 18 30. OBLIGATIONS AS CORPORATE OBLIGATIONS 19 32. THIRD PARTY RIGHTS 20 33. GOVERNING LAW 20 34. JURISDICTION AND SERVICE OF PROCESS 20

SUBORDINATED LOAN AGREEMENT (March 22nd, 2017)
Unitedhealth Group IncHogan Lovells US LLP 1601 Wewatta Street Suite 900 Denver, CO 80202 T +1 303 899 7300 F +1 303 899 7333 www.hoganlovells.com (March 21st, 2017)

This opinion is being delivered to you pursuant to Section 6.14 and Annex A of the Agreement and Plan of Reorganization dated as of January 7, 2017 (the “Reorganization Agreement”), by and among Surgical Care Affiliates, Inc., a Delaware corporation (“Surgical Care”), UnitedHealth Group Incorporated, a Delaware corporation (“UHG”), Spartan Merger Sub 1, Inc., a Delaware corporation and indirect wholly owned subsidiary of UHG and direct wholly owned subsidiary of Merger Sub 2 (“Purchaser”), and Spartan Merger Sub 2, LLC, a Delaware limited liability company and direct wholly owned subsidiary of UHG (“Merger Sub 2”, and, together with Purchaser, the “Merger Subs”). For purposes of this opinion, (1) the term “Offer” refers to Purchaser’s exchange offer to acquire all outstanding shares of Surgical Care common stock and (2) the term “Mergers” refers to (a) the merger of Purchaser with and into Surgical Care, with Surgical Care surviving the merger as an indirect wholly owned subsidiary of

Apple IncHogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com (March 3rd, 2017)