Paul Hastings Sample Contracts

Contract (February 19th, 2019)
ONESPAWORLD HOLDINGS Ltd – Contract (February 8th, 2019)
Amendment No. 5 to Term Loan Credit Agreement (February 1st, 2019)
Contract (February 1st, 2019)
ASSET PURCHASE AGREEMENT Between SPECTRUM PHARMACEUTICALS, INC., as Seller, and ACROTECH BIOPHARMA LLC, as Buyer and AUROBINDO PHARMA USA, INC., as Parent Guarantor Dated as of January 17, 2019 (January 17th, 2019)
Ohr Pharmaceutical Inc. – Agreement and Plan of Merger and Reorganization (January 3rd, 2019)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 2, 2019 (this "Agreement"), by and among OHR PHARMACEUTICAL, INC., a Delaware corporation ("Parent"), OHR ACQUISITION CORP., a Delaware corporation ("Merger Sub"), and NeuBase Therapeutics, Inc., a Delaware corporation ("Company"). Parent, Merger Sub and Company are each a "Party" and referred to collectively herein as the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A.

Contract (December 27th, 2018)
Terra Secured Income Fund 5, LLC – Uncommitted Master Repurchase and Securities Contract Agreement (December 18th, 2018)

THIS UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this "Agreement"), dated as of December 12, 2018 by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank ("Buyer"), and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company ("Seller").

Terra Secured Income Fund 5, LLC – Guarantee Agreement (December 18th, 2018)

THIS GUARANTEE AGREEMENT, dated as of December 12, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this "Guarantee"), made by TERRA PROPERTY TRUST, INC., a Maryland corporation ("Guarantor"), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer ("Buyer").

CONMED Corporation – SECURITIES PURCHASE AGREEMENT, Dated as of December 13, 2018, Between FILTRATION GROUP FGC LLC and CONMED CORPORATION (December 14th, 2018)
Allscripts Healthcare Solutions – UNIT PURCHASE AGREEMENT Among the Purchasers Listed on Schedule I Hereto, Allscripts Healthcare, LLC, Allscripts Next, LLC and for Purposes of Section 4.04, Section 8.11 and Section 8.12 Only, (December 11th, 2018)

UNIT PURCHASE AGREEMENT (this "Agreement") dated as of December 7, 2018, among the purchasers set forth on Schedule I attached hereto (each a "Purchaser" and collectively, the "Purchasers"), Allscripts Healthcare, LLC, a North Carolina limited liability company ("Healthcare LLC"), Allscripts Next, LLC, a Delaware limited liability company and wholly owned subsidiary of Healthcare LLC ("Next LLC", and together with Healthcare LLC, the "Seller"), and, for the purposes of Section 4.04, Section 8.11 and Section 8.12 only, Allscripts Healthcare Solutions, Inc. ("Seller Parent").

Agreement and Plan of Merger by and Among Dbm Global Inc., Dbm Merger Sub, Inc., Cb-Horn Holdings, Inc., and Charlesbank Equity Fund Vi, Limited Partnership, as Stockholders' Representative (December 4th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 10, 2018, by and among DBM Global Inc., a Delaware corporation ("Buyer"), DBM Merger Sub, Inc., a Delaware corporation, and a wholly owned subsidiary of Buyer ("Merger Sub"), CB-Horn Holdings, Inc., a Delaware corporation (the "Company"), and Charlesbank Equity Fund VI, Limited Partnership, a Massachusetts limited partnership, solely in its capacity as representative for the Company's securityholders (the "Stockholders' Representative").

Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Victory Capital Holdings, Inc. – Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Twilio Inc – Sublease (November 8th, 2018)

This FIRST AMENDMENT TO OFFICE LEASE (First Amendment) is made and entered into as of April 20, 2016, by and between HUDSON RINCON CENTER, LLC, a Delaware limited liability company (Landlord), and salesforce.com, inc., a Delaware corporation (Tenant).

On Deck – Contract (November 6th, 2018)
Electro Scientific Industries, Inc. – MKS Instruments, Inc. (October 30th, 2018)
MKS Instruments, Inc. (October 30th, 2018)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2018 Among GREENBRIER LEASING COMPANY LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner, and MUFG UNION BANK, N.A., as Syndication Agent (October 26th, 2018)
Neogenomics Inc – INDEX OF EXHIBITS Exhibit a Form of Certificate of Merger Exhibit B Form of Letter of Transmittal Exhibit C Form of Certificate of Incorporation of Surviving Company Exhibit D Form of Bylaws of Surviving Company Exhibit E Form of Joinder and Release Agreement by Indemnifying Fund Stockholders Exhibit F R&W Insurance Policy Iv (October 26th, 2018)
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2018 Among THE GREENBRIER COMPANIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner, MUFG UNION BANK, N.A., as Syndication Agent, and BANK OF THE WEST, BRANCH BANKING AND TRUST COMPANY, FIFTH THIRD BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents (October 26th, 2018)
Mitek System Inc. – Contract (October 23rd, 2018)
Securities Purchase Agreement (October 17th, 2018)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 16, 2018, by and among Seelos Therapeutics, Inc., a Delaware corporation, with headquarters located at 209 Lukes Wood Road, New Canaan, CT 06840 ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation, with headquarters located at 11975 El Camino Real, Suite 300, San Diego, CA 92130 ("Apricus"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Escrow Agreement (October 17th, 2018)

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of [*], 2018, by and among SEELOS THERAPEUTICS, INC., a Delaware corporation ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation ("Apricus"), [*], [a/an] [*], as the representative of the investors (the "Investors' Representative")1 listed on EXHIBIT A hereto (each, an "Investor" and collectively, the "Investors"), and WILMINGTON TRUST N.A., a national banking association (the "Escrow Agent"). The Company (as defined below) and the Investors' Representative are each sometimes referred to herein individually as "Party" and collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Securities Purchase Agreement (as defined below) for reference between the Parties. All capitalized terms with respect to the duties and obligations of the Escrow Agent shall be defined herein.

Escrow Agreement (October 17th, 2018)

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of [*], 2018, by and among SEELOS THERAPEUTICS, INC., a Delaware corporation ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation ("Apricus"), [*], [a/an] [*], as the representative of the investors (the "Investors' Representative")1 listed on EXHIBIT A hereto (each, an "Investor" and collectively, the "Investors"), and WILMINGTON TRUST N.A., a national banking association (the "Escrow Agent"). The Company (as defined below) and the Investors' Representative are each sometimes referred to herein individually as "Party" and collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Securities Purchase Agreement (as defined below) for reference between the Parties. All capitalized terms with respect to the duties and obligations of the Escrow Agent shall be defined herein.

Securities Purchase Agreement (October 17th, 2018)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 16, 2018, by and among Seelos Therapeutics, Inc., a Delaware corporation, with headquarters located at 209 Lukes Wood Road, New Canaan, CT 06840 ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation, with headquarters located at 11975 El Camino Real, Suite 300, San Diego, CA 92130 ("Apricus"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").