Hogan Lovells Sample Contracts

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):

Increase Joinder and Refinancing Amendment to Credit Agreement (October 1st, 2018)
Center Bancorp, Inc. – Voting and Sell-Down Agreement (September 7th, 2018)

VOTING and SELL-DOWN AGREEMENT, dated as of July 11, 2018 (this "Agreement"), by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company (the "Company") and Mr. Kenneth J. Torsoe (the "Shareholder"), in his capacity as the Beneficial Owner (as defined below) of shares of common stock of Greater Hudson Bank, a New York chartered commercial bank ( "GHB"), as set forth on Schedule 1 to this Agreement.

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, FOR INFORMATION CONTAINED IN THIS DOCUMENT INDICATED HEREIN EXECUTION VERSION SHARE PURCHASE AGREEMENT by and Among: WAL- MART INTERNATIONAL HOLDINGS, INC., a Delaware Corporation; THE SHAREHOLDERS OF FLIPKART PRIVATE LIMITED THAT ARE IDENTIFIED ON SCHEDULE I; FORTIS ADVISORS LLC, as the Sellers' Representative; And, for Purposes of Section 10.18 Only, WALMART INC., a Delaware Corporation Dated as of May 9, 2018 (September 6th, 2018)
FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, FOR INFORMATION CONTAINED IN THIS DOCUMENT INDICATED HEREIN EXECUTION VERSION SHARE ISSUANCE AND ACQUISITION AGREEMENT by and Among: WAL-MART INTERNATIONAL HOLDINGS, INC., a Delaware Corporation; FLIPKART PRIVATE LIMITED, a Company Incorporated in Singapore; And, for Purposes of Section 10.19 Only, WALMART INC., a Delaware Corporation Dated as of May 9, 2018 (September 6th, 2018)
$2,500,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of August 24, 2018 Among LOCKHEED MARTIN CORPORATION, the LENDERS Listed Herein, JPMORGAN CHASE BANK, N.A., as Syndication Agent CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., Joint Lead Arrangers and Joint Bookrunners (August 24th, 2018)

AGREEMENT dated as of August 24, 2018 among LOCKHEED MARTIN CORPORATION, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Documentation Agents, JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Arrangers, and BANK OF AMERICA, N.A., as Administrative Agent.

NorthStar/RXR New York Metro Real Estate, Inc. – Agreement and Plan of Merger (August 21st, 2018)

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated August 20, 2018, is by and among COLONY CAPITAL INVESTMENT HOLDCO, LLC, a Delaware limited liability company ("Tax Parent"), CNI NS/RXR ADVISORS, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Tax Parent ("Parent"), CNI NS/RXR ADVISORS MERGER SUBSIDIARY, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), and NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC., a Maryland corporation (the "Company"). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Tax Parent, Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT Dated as of August 20, 2018 Among CHOICE HOTELS INTERNATIONAL, INC., as Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS NAMED HEREIN, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, With DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Book-Running Managers and JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC as Co-Syndication Agents and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender, and BANK OF AME (August 20th, 2018)
Hydra Industries Acquisition Corp. – Lloyds Bank Plc as Arranger Lloyds Bank Plc Acting as Agent Cortland Capital Market Services LLC Acting as Security Agent Revolving Facility Agreement Matter Ref 10143L.006926 F3/Gibsonsc/6160421 Hogan Lovells International LLP Atlantic House, Holborn Viaduct, London EC1A 2FG Contents (August 14th, 2018)

36. Calculations and Certificates 138 37. Partial invalidity 138 38. Remedies and waivers 139 39. Amendments and waivers 139 40. Confidentiality 143 41. Confidentiality of Funding Rates and Reference Bank Quotations 147 42. Counterparts 149 43. Contractual recognition of bail-in 149 44. Governing law 151 45. Enforcement 151 Schedules 1. The Original Parties 153 Part A - The Original Obligors 153 Part B - The Original Lenders 154 Part C - The Acceding Guarantors 154 2. Conditions Precedent 155 Part A - Conditions Precedent to be satisfied on or before the First Utilisation Date 155 Part B - Conditions precedent required to be delivere

Ampio Pharmaceutical – AMPIO PHARMACEUTICALS, INC. (A Delaware Corporation) 20,000,000 Shares of Common Stock and Warrants to Purchase Up to 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (August 13th, 2018)
ASSET PURCHASE AGREEMENT for the SALE of TELEVISION STATIONS (August 9th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of May 8, 2018 (this "Agreement"), is by and among Sinclair Television Group, Inc., a Maryland corporation ("Sinclair"), Tribune Media Company, a Delaware corporation ("Tribune"), and Fox Television Stations, LLC, a Delaware limited liability company ("Buyer").

ASSET PURCHASE AGREEMENT for the SALE of TELEVISION STATIONS (August 8th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of May 8, 2018 (this "Agreement"), is by and among Sinclair Television Group, Inc., a Maryland corporation ("Sinclair"), Tribune Media Company, a Delaware corporation ("Tribune"), and Fox Television Stations, LLC, a Delaware limited liability company ("Buyer").

Orthofix International N.V. – Amended and Restated Employment Contract (August 6th, 2018)

This Amended and Restated Employment Contract (this "Agreement"), entered into and effective as of July 31, 2018 (the "Effective Date"), is by and among Orthofix AG, a company organized under the laws of Switzerland (the "Company"), Davide Bianchi, an individual (the "Executive"), born on January 14, 1965, and, solely for purposes of Sections 5.1., 5.2, 6.1(b) and 7.4 hereof, Orthofix International N.V., a company organized under the laws of Curacao and the ultimate parent of the Company ("Parent").

QTS Realty Trust, Inc. – TRANSACTION AGREEMENT Dated as of April 24, 2018 by and Among Quality Technology Services Holding, LLC, QualityTech, LP, and General Datatech, L.P. (August 6th, 2018)

THIS TRANSACTION AGREEMENT, dated as of April 24, 2018 (the "Effective Date"), is made by and among Quality Technology Services Holding, LLC, a Delaware limited liability company ("QTS TRS"), and QualityTech, LP, a Delaware limited partnership and the sole member of QTS TRS ("QTS LP" and together with QTS TRS, the "Seller Parties"), on the one hand, and General Datatech, L.P., a Texas limited partnership ("Buyer" and, together with the Seller Parties, the "Parties"), on the other hand.

Four Corners Property Trust, Inc. – 3,500,000 Shares FOUR CORNERS PROPERTY TRUST, INC. Common Stock, Par Value $0.0001 Per Share UNDERWRITING AGREEMENT (August 6th, 2018)
Third Amended and Restated Credit Agreement by and Among (August 3rd, 2018)

This Third 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 June 7, 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.

THIRD 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 June 7, 2018 (August 3rd, 2018)

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SNR WIRELESS HOLDCO, LLC, a Delaware limited liability company (the "Company"), effective as of June 7, 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.

Strayer Education, Inc. – Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents (August 1st, 2018)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (as amended, modified or supplemented from time to time, this Agreement) is made and entered into as of November 8, 2012(2), by and among STRATEGIC EDUCATION, INC., a Maryland corporation, formerly known as Strayer Education, Inc., a Maryland corporation (the Borrower), the several banks and other financial institutions and lenders from time to time party hereto (the Lenders), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the Administrative Agent), as issuing bank (the Issuing Bank) and as swingline lender (the Swingline Lender).

Golf Trust of America, Inc. – Exchange Agreement (August 1st, 2018)

Deerfield Partners, L.P. ("DP"), Deerfield Special Situations Fund, L.P. ("DSSF"), Deerfield Private Design International II, L.P. ("DPDI") and Deerfield Private Design Fund II, L.P. ("DPDF", together with DP, DSSF and DPDI, the "Holders" and each, a "Holder") enter into this Exchange Agreement (the "Agreement") with Pernix Therapeutics Holdings, Inc. (the "Company") on August 1, 2018 whereby the Holders will (a) exchange the principal amount of the Company's 12% Senior Secured Notes due 2020 (the "Existing Securities") set forth in Section 1.1 for shares of common stock of the Company (the "Common Stock") (such exchange transaction to be called the "Common Exchange") and (b) exchange the Existing Securities set forth in Section 1.1 for shares of perpetual convertible preferred stock of the Company as set forth in the articles supplementary establishing and fixing the preferences, rights and limitations of 0% Series C Perpetual Convertible Preferred Stock attached as Exhibit A to this

Orexigen Therapeutics – Amendment to the Asset Purchase Agreement (July 31st, 2018)
TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of July 20, 2018 (July 23rd, 2018)
Share Purchase Agreement (July 23rd, 2018)

This share purchase agreement (this Agreement), dated as of July 20, 2018, is entered into by and among (i) Sangamo Therapeutics, Inc., a company incorporated in the State of Delaware, whose head office is located at 501 Canal Blvd, Richmond, CA 94804, U.S.A. (the Purchaser) and (ii) the persons listed in Exhibit A (hereafter collectively referred to as the Sellers and individually as a Seller).

Phillips Edison - ARC Grocery Center REIT II, Inc. – Form of Voting Agreement (July 18th, 2018)
Phillips Edison Grocery Center Reit I, Inc. – Form of Voting Agreement (July 18th, 2018)
Phillips Edison Grocery Center Reit I, Inc. – AGREEMENT AND PLAN OF MERGER by and Among PHILLIPS EDISON & COMPANY, INC., PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., REIT MERGER SUB, LLC, OP MERGER SUB, LLC, OP MERGER SUB 2, LLC, PHILLIPS EDISON GROCERY CENTER REIT II, INC., and PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P. Dated as of July 17, 2018 (July 18th, 2018)
Phillips Edison - ARC Grocery Center REIT II, Inc. – AGREEMENT AND PLAN OF MERGER by and Among PHILLIPS EDISON & COMPANY, INC., PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., REIT MERGER SUB, LLC, OP MERGER SUB, LLC, OP MERGER SUB 2, LLC, PHILLIPS EDISON GROCERY CENTER REIT II, INC., and PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P. Dated as of July 17, 2018 (July 18th, 2018)
Center Bancorp, Inc. – Voting and Sell-Down Agreement (July 12th, 2018)

VOTING and SELL-DOWN AGREEMENT, dated as of July 11, 2018 (this "Agreement"), by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company (the "Company") and Mr. Kenneth J. Torsoe (the "Shareholder"), in his capacity as the Beneficial Owner (as defined below) of shares of common stock of Greater Hudson Bank, a New York chartered commercial bank ( "GHB"), as set forth on Schedule 1 to this Agreement.

Center Bancorp, Inc. – Registration Rights Agreement (July 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made and entered into as of this 11th day of July, 2018 (and effective as set forth in Section 4.11 of this Agreement), by and between ConnectOne Bancorp, Inc., a New Jersey corporation (the "Company"), and Kenneth J. Torsoe (the "Shareholder").

Center Bancorp, Inc. – Agreement and Plan of Merger (July 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July 11, 2018, is by and among ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company ("ConnectOne"), ConnectOne Bank, a New Jersey state chartered commercial bank and wholly-owned subsidiary of ConnectOne ("Bank"), and Greater Hudson Bank, a New York state chartered commercial bank ("Greater Hudson"). ConnectOne, the Bank and Greater Hudson are sometimes collectively referred to as the "Parties" or individually referred to as a "Party." Defined terms are described in Section 9.11 of this Agreement.

Center Bancorp, Inc. – Registration Rights Agreement (July 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made and entered into as of this 11th day of July, 2018 (and effective as set forth in Section 4.11 of this Agreement), by and between ConnectOne Bancorp, Inc., a New Jersey corporation (the "Company"), and Kenneth J. Torsoe (the "Shareholder").