Hogan Lovells Sample Contracts

Uranium Resources, Inc. – Securities Purchase Agreement (June 15th, 2018)

SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of June 13, 2018 by and between WESTWATER RESOURCES, INC., a Delaware corporation (the Company), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the Buyer). Capitalized terms used herein and not otherwise defined herein are defined in Section 7 hereof.

Uranium Resources, Inc. – We Are Acting as Counsel to Westwater Resources, Inc., a Delaware Corporation (The Company), in Connection With the Registered Direct Offering of (I) Up to 3,717,773 Shares (The Shares) of the Common Stock, Par Value $0.001 Per Share (Common Stock), (Ii) Warrants to Purchase an Aggregate of Up to 4,968,518 Shares of Common Stock (The Warrants) and (Iii) Up to 4,968,518 Shares of Common Stock Issuable Upon Exercise of the Warrants (The Warrant Shares and Together With the Shares and the Warrants, the Securities), in Each Case Pursuant to the Companys Effective Registration Statement on Form S-3 (June 15th, 2018)

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules, or regulations.

CREDIT AGREEMENT Dated as of June 13, 2018, Among MARVELL TECHNOLOGY GROUP LTD., the LENDERS Party Hereto, GOLDMAN SACHS BANK USA, as the General Administrative Agent and the Term Facility Agent, and BANK OF AMERICA, N.A., as the Revolving Facility Agent GOLDMAN SACHS BANK USA, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC, MUFG BANK, LTD., HSBC SECURITIES (USA) INC. And WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners GOLDMAN SACHS BANK USA, as Syndication Agent for the Revolving Facility BANK OF AMERICA, N.A., as Syndication Agent for the Ter (June 13th, 2018)

CREDIT AGREEMENT dated as of June 13, 2018, among MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company, the LENDERS party hereto, GOLDMAN SACHS BANK USA, as the General Administrative Agent and the Term Facility Agent, and BANK OF AMERICA, N.A., as the Revolving Facility Agent.

Porto Holdco B.V. – Second Amendment to Amended & Restated Credit Agreement (June 8th, 2018)

This SECOND AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this Second Amendment) dated as of June 7, 2018, 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.

Kezar Life Sciences, Inc. – EXCLUSIVE LICENSE AGREEMENT by and Between ONYX THERAPEUTICS, INC. And KEZAR LIFE SCIENCES, INC. Dated as of June 11, 2015 (June 8th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of June 11, 2015 (the Effective Date) by and between ONYX THERAPEUTICS, INC., a Delaware corporation having an address at 249 E. Grand Avenue, South San Francisco, CA 94080 (ONYX), and KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 391 Carl Street, San Francisco, CA 94117 (KEZAR). KEZAR and ONYX are sometimes referred to herein individually as a Party and collectively as the Parties.

Pareteum Corporation - And - Artilium Plc Co-Operation Agreement Matter Ref: 751337/000001 C1jxh/6000290 Hogan Lovells International LLP Atlantic House, Holborn Viaduct, London EC1A 2FG Contents (June 7th, 2018)

Clause Page 1. Definitions and interpretation 1 2. Publication of the Announcement 5 3. Undertakings to satisfy the Conditions 5 4. Implementation of the Scheme, Confirmation of Conditions and Conduct of Business 7 5. Share Schemes 10 6. Termination 11 7. Representations and warranties 11 8. Takeover Code 12 9. Miscellaneous provisions 12 10. Governing law and jurisdiction 15

Realty Finance Trust, Inc. – Purchase Agreement (June 6th, 2018)

This PURCHASE AGREEMENT, dated as of June 1, 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").

National CineMedia – National CineMedia, Inc. 6300 S. Syracuse Way, Suite 300 Centennial, Colorado 80111 (June 1st, 2018)
Isolagen – Satisfied or Waived, but in No Event Later Than the Second (2nd) Trading Day Following the Date Hereof. "Commission" Means the United States Securities and Exchange Commission. "Common Stock" Means the Common Stock of the Company, Par Value $0.001 Per Share, and Any Other Class of Securities Into Which Such Securities May Hereafter Be Reclassified or Changed. "Common Stock Equivalents" Means Any Securities of the Company or the Subsidiaries Which Would Entitle the Holder Thereof to Acquire at Any Time Common Stock, Including, Without Limitation, Any Debt, Preferred Stock, Right, Option, Warran (May 31st, 2018)
HON INDUSTRIES Inc. – Contract (May 31st, 2018)
Titan Pharmaceuticals – Termination and Transition Support Agreement (May 30th, 2018)

THIS TERMINATION AND TRANSITION SUPPORT AGREEMENT (the "Agreement") is made as of May 25, 2018 (the "Effective Date"), by and between TITAN PHARMACEUTICALS, INC., a Delaware corporation having its principal office at 400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080-1921 ("Titan"), and BRAEBURN PHARMACEUTICALS, INC., a Delaware corporation having its principal office at 450 Plymouth Rd., Suite 400, Plymouth Meeting, PA 19462 ("Braeburn"). Each of Titan and Braeburn may be referred to herein as a "Party" and collectively, as the "Parties."

MeiraGTx Holdings plc – Service Agreement (May 29th, 2018)
2U, Inc. – Underwriting Agreement (May 25th, 2018)

2U, Inc., a Delaware corporation (the Company), proposes, subject to the terms and conditions stated in this agreement (this Agreement), to issue and sell to the Underwriters named in Schedule I hereto (the Underwriters) for whom Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC are acting as representatives (the Representatives or you) an aggregate of 3,333,334 shares (the Firm Shares) and, at the election of the Underwriters, up to 500,000 additional shares (the Optional Shares) of Common Stock, $0.001 par value (the Stock), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the Shares.

Kezar Life Sciences, Inc. – EXCLUSIVE LICENSE AGREEMENT by and Between ONYX THERAPEUTICS, INC. And KEZAR LIFE SCIENCES, INC. Dated as of June 11, 2015 (May 24th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of June 11, 2015 (the Effective Date) by and between ONYX THERAPEUTICS, INC., a Delaware corporation having an address at 249 E. Grand Avenue, South San Francisco, CA 94080 (ONYX), and KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 391 Carl Street, San Francisco, CA 94117 (KEZAR). KEZAR and ONYX are sometimes referred to herein individually as a Party and collectively as the Parties.

AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT Is Dated as of May 16, 2018 (This "Amendment" ), by and Among Jones Lang LaSalle Finance B.V., a Private Company With Limited Liability (A Besloten Vennootschap Met Beperkte Aansprakelijkheid ) Organized Under the Laws of the Netherlands (The "Borrower" ), the Guarantors Party Hereto, the Lenders Party Hereto, and Bank of Montreal, as Administrative Agent. PRELIMINARY STATEMENTS A. The Borrower, the Guarantors, the Lenders Party Thereto and the Administrative Agent Have Heretofore Entered Into That Certain Second Amen (May 17th, 2018)
CREDIT AGREEMENT Dated as of May 9, 2018 Among NOODLES & COMPANY, as the Borrower, Each Other Loan Party Party Hereto, as Administrative Agent, L/C Issuer and Swing Line Lender, THE OTHER LENDERS PARTY HERETO, as Sole Lead Arranger and Sole Bookrunner, and COLORADO STATE BANK AND TRUST, as Documentation Agent (May 11th, 2018)
Skilled Healthcare Group – AMENDMENT No. 2 TO SECOND Amended and Restated REVOLVING CREDIT AGREEMENT (May 10th, 2018)

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 31, 2016, is entered into by and among, each of the entities listed on Annex I-A (each an "Existing Borrower" and, collectively, "Existing Borrowers"), the entities listed on Annex I-B (each a "New Borrower" and, collectively, "New Borrowers") and each Person becoming a party hereto as Borrower in accordance with Section 7.10 (together with Existing Borrowers and New Borrowers, each a "Borrower" and, collectively, "Borrowers"), the entities listed on Annex II-A (each an "Existing Guarantor" and, collectively, "Existing Guarantors"), the entities listed on Annex II (each a "New Guarantor" and, collectively, "New Guarantors") and each Person becoming a party hereto as a Guarantor in accordance with Section 7.10 (together with Existing Guarantors and New Guarantors, each a "Guarantor" and, collectively, "Guarantors"), certain financial institutions from time to time party hereto (as defined below, collectively,

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SNR WIRELESS HOLDCO, LLC by and Between SNR WIRELESS MANAGEMENT, LLC, JOHN MULETA and AMERICAN AWS-3 WIRELESS III L.L.C. Dated as of March 31, 2018 (May 8th, 2018)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SNR WIRELESS HOLDCO, LLC, a Delaware limited liability company (the "Company"), effective as of March 31, 2018 (the "Effective Date"), by and between AMERICAN AWS-3 WIRELESS III L.L.C., a Colorado limited liability company ("American III"), SNR WIRELESS MANAGEMENT, LLC, a Delaware limited liability company ("SNR") and John Muleta, a U.S. citizen.

Second Amended and Restated Credit Agreement by and Among (May 8th, 2018)

This Second Amended and Restated Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Credit Agreement") is effective as of March 31, 2018 (the "Effective Date"), by and among AMERICAN AWS-3 WIRELESS III L.L.C., a Colorado limited liability company (solely in its capacity as lender hereunder, "Lender"), SNR WIRELESS LICENSECO, LLC, a Delaware limited liability company ("Borrower"), as borrower, and SNR WIRELESS HOLDCO, LLC, a Delaware limited liability company ("Guarantor"), as guarantor.

Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Kezar Life Sciences, Inc. – EXCLUSIVE LICENSE AGREEMENT by and Between ONYX THERAPEUTICS, INC. And KEZAR LIFE SCIENCES, INC. Dated as of June 11, 2015 (May 4th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of June 11, 2015 (the Effective Date) by and between ONYX THERAPEUTICS, INC., a Delaware corporation having an address at 249 E. Grand Avenue, South San Francisco, CA 94080 (ONYX), and KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 391 Carl Street, San Francisco, CA 94117 (KEZAR). KEZAR and ONYX are sometimes referred to herein individually as a Party and collectively as the Parties.

MERGER AGREEMENT by and Among JANSSEN BIOTECH, INC., DOGFISH MERGER SUB, INC., BENEVIR BIOPHARM, INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC as Holder Representative May 1, 2018 (May 3rd, 2018)

This MERGER AGREEMENT (this "Agreement") dated as of May 1, 2018 is made and entered into by and among Janssen Biotech, Inc., a Pennsylvania corporation (the "Purchaser"), Dogfish Merger Sub, Inc., a Delaware corporation ("Merger Sub"), BeneVir Biopharm, Inc., a Delaware corporation (the "Company"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Holder Representative hereunder.

Annaly Capital Management – Agreement and Plan of Merger by and Among Annaly Capital Management, Inc. Mountain Merger Sub Corporation and Mtge Investment Corp. Dated as of May 2, 2018 (May 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (Parent), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (Purchaser), and MTGE INVESTMENT CORP., a Maryland corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

American Capital Mortgage Inves – Agreement and Plan of Merger by and Among Annaly Capital Management, Inc. Mountain Merger Sub Corporation and Mtge Investment Corp. Dated as of May 2, 2018 (May 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (Parent), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (Purchaser), and MTGE INVESTMENT CORP., a Maryland corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Orexigen Therapeutics – ASSET PURCHASE AGREEMENT by and Between OREXIGEN THERAPEUTICS, INC., SELLER, and NALPROPION PHARMACEUTICALS, INC., PURCHASER DATED AS OF APRIL 23, 2018 (April 24th, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 23, 2018, by and between Orexigen Therapeutics, Inc., a Delaware corporation (the Seller), and Nalpropion Pharmaceuticals, Inc., a Delaware corporation (the Purchaser).

Aradigm Corp – Senior Note Purchase Agreement (April 18th, 2018)

THIS SENIOR NOTE PURCHASE AGREEMENT (this Agreement) is made as of April 13, 2018, by and between Aradigm Corporation, a California corporation (the Company) and the lenders named on Schedule A hereto (each, a Lender, and, collectively, the Lenders).

Realty Finance Trust, Inc. – BSPRT 2018-Fl3 ISSUER, LTD., as Issuer BSPRT 2018-Fl3 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 (April 11th, 2018)

INDENTURE, dated as of April 5, 2018, by and among BSPRT 2018-FL3 ISSUER, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer"), BSPRT 2018-FL3 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. (including any successor by

BayCom Corp – Agreement and Plan of Reorganization and Merger Dated as of December 14, 2016 by and Among Bay Commercial Bank, Baycom Corp, First Ulb Corp., and United Business Bank, Fsb (April 11th, 2018)

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of December 14, 2016, by and among Bay Commercial Bank, a California state-chartered bank ("BAY"), BayCom Corp, a California corporation [that is in the process of becoming a bank holding company and sole shareholder of BAY ("BHC"), First ULB Corp., a California corporation and registered savings and loan holding company ("FULB") and United Business Bank, FSB, a federal savings bank ("UBB").

AveXis, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of April 6, 2018, Among NOVARTIS AG, NOVARTIS AM MERGER CORPORATION and AVEXIS, INC. (April 9th, 2018)

AGREEMENT AND PLAN OF MERGER dated as of April 6, 2018 (this "Agreement"), among Novartis AG, a company organized under the laws of Switzerland ("Parent"), Novartis AM Merger Corporation, a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Parent, and AveXis, Inc., a Delaware corporation (the "Company").

Surface Oncology, Inc. – Stock Purchase Agreement (March 30th, 2018)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of March 29, 2018 (the Effective Date), by and between Surface Oncology, Inc., a Delaware corporation (the Company) and Novartis Institutes for Biomedical Research, Inc. (Purchaser).