Hogan Lovells Sample Contracts

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").

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.

Vaccinex, Inc. – Services Agreement (July 9th, 2018)

THIS SERVICES AGREEMENT (this Agreement) is dated November 6, 2017 and effective as of January 1, 2017 (the Effective Date) and made between:

Vaccinex, Inc. – LICENSE AGREEMENT Dated as of November 6, 2017 by and Between Vaccinex, Inc. And VX3 (DE) LP (July 9th, 2018)

THIS LICENSE AGREEMENT (this Agreement), dated as November 6, 2017 (the Effective Date), is by and between Vaccinex, Inc., a Delaware corporation having an address at 1895 Mt. Hope Avenue, Rochester, New York, 14620 (Transferor), and VX3 (DE) LP, a Delaware limited partnership having an address at 200 Bay Street, Suite 3800, Royal Bank Plaza, South Tower, Toronto, Ontario, Canada M5J 2Z4 (Transferee). Transferor and Transferee may be referred to each individually as a Party or together as the Parties.

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 (July 5th, 2018)
JBG SMITH Properties – JBG SMITH Properties Common Shares ($0.01 Par Value) EQUITY DISTRIBUTION AGREEMENT (July 2nd, 2018)
Cellceutix – Securities Purchase Agreement (June 29th, 2018)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 28, 2018 by and between INNOVATION PHARMACEUTICALS INC., a Nevada 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.

Contract (June 27th, 2018)

This SECOND REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of June 25, 2018, is made by and among EyePoint Pharmaceuticals, Inc., a Delaware corporation (the Company) and EW Healthcare Partners L.P., EW Healthcare Partners-A L.P. and each other Person identified on the signature pages hereto as an Investor (together with their Permitted Transferees that become party hereto, the Investors).

National CineMedia – CREDIT AGREEMENT Among (June 25th, 2018)

CREDIT AGREEMENT, dated as of June 20, 2018, among National CineMedia, LLC, a Delaware limited liability company (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent").

Easterly Acquisition Corp. – AGREEMENT AND PLAN OF MERGER by and Among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., EASTERLY ACQUISITION CORP. And SIRIUS ACQUISITIONS HOLDING COMPANY III Dated as of June 23, 2018 (June 25th, 2018)

THIS AGREEMENT AND PLAN OF MERGER is dated as of June 23, 2018 (this "Agreement"), by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company ("Sirius"), EASTERLY ACQUISITION CORP., a Delaware corporation ("Easterly"), and SIRIUS ACQUISITIONS HOLDING COMPANY III, a Delaware corporation and a wholly owned Subsidiary of Sirius ("Merger Sub").

Amended and Restated Voting Agreement (June 21st, 2018)

This AMENDED AND RESTATED VOTING AGREEMENT (hereinafter referred to as this "Agreement"), dated as of June 20, 2018, among The Walt Disney Company, a Delaware corporation ("Parent"), and the undersigned stockholders (each, a "Covered Stockholder", and collectively, the "Covered Stockholders") of Twenty-First Century Fox, Inc., a Delaware corporation (the "Company"), amends and restates in its entirety that certain Voting Agreement, dated as of December 13, 2017, among Parent and the Covered Stockholders.

The Walt Disney Company – Amended and Restated Voting Agreement (June 21st, 2018)

This AMENDED AND RESTATED VOTING AGREEMENT (hereinafter referred to as this "Agreement"), dated as of June 20, 2018, among The Walt Disney Company, a Delaware corporation ("Parent"), and the undersigned stockholders (each, a "Covered Stockholder", and collectively, the "Covered Stockholders") of Twenty-First Century Fox, Inc., a Delaware corporation (the "Company"), amends and restates in its entirety that certain Voting Agreement, dated as of December 13, 2017, among Parent and the Covered Stockholders.

Neighborhood Connections – Apollo Endosurgery, Inc. Underwriting Agreement (June 21st, 2018)
Sussex Bancorp – Agreement and Plan of Merger Dated as of June 19, 2018 by and Between Sb One Bancorp Sb One Bank and Enterprise Bank N.J. (June 20th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of June 19, 2018, by and between SB One Bancorp, a New Jersey corporation ("SBBX"), SB One Bank, a New Jersey-chartered bank ("SB One Bank"), and Enterprise Bank N.J., a New Jersey-chartered bank ("EBNJ").