Pepper Hamilton Sample Contracts

Cytodyn Inc – Contract (November 19th, 2018)
Cytodyn Inc – Contract (November 19th, 2018)
Contract (November 2nd, 2018)
Loan Agreement (September 25th, 2018)

WHEREAS, pursuant to the Loan Agreement dated as of September 19, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement) by and among Borrower, Lender and the other parties thereto, Lender agrees to make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein;

Sito Mobile, Ltd. – Separation Agreement and Mutual Release (September 12th, 2018)

SEPARATION AGREEMENT AND MUTUAL RELEASE (this "Agreement") dated September 11, 2018 (the "Effective Date"), by and among (i) SITO Mobile, Ltd., a Delaware corporation (the "Company"), and (ii) Mark Del Priore ("Executive"). The Company and Executive are sometimes referred to herein individually as a "Party" and together as the "Parties."

Cytodyn Inc – Transaction Agreement (August 28th, 2018)
EWT Holdings I Corp. – Stock Purchase Agreement (August 1st, 2018)
Amended and Restated Revolving Credit Agreement (July 20th, 2018)
Janel World Trade – Note Purchase Agreement (June 27th, 2018)

This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Richard Krogsrud ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).

Janel World Trade – Note Purchase Agreement (June 27th, 2018)

This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Michael L. Smith and Ardyce F. Smith 1994 Revocable Trust ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).

Axovant Sciences Ltd. – Axovant Sciences Ltd. Common Shares Sales Agreement (June 22nd, 2018)
W. P. Carey – Agreement and Plan of Merger (June 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 17, 2018, by and among Corporate Property Associates 17 - Global Incorporated, a Maryland corporation (CPA17), W. P. Carey Inc., a Maryland corporation and the ultimate parent of the external manager of CPA17 (W. P. Carey), CPA17 Merger Sub LLC, a Maryland limited liability company and an indirect subsidiary of W. P. Carey (Merger Sub), and, for the limited purposes set forth herein, Carey Asset Management Corp., a Delaware corporation (CAM), W. P. Carey & Co. B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (Foreign Subsidiary), and W. P. Carey Holdings, LLC, a Delaware limited liability company (Special General Partner), each an indirect subsidiary of W. P. Carey, and CPA(r): 17 Limited Partnership, a Delaware limited partnership (CPA17 LP).

Corporate Property Associates 17 - Global INC – Agreement and Plan of Merger (June 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 17, 2018, by and among Corporate Property Associates 17 - Global Incorporated, a Maryland corporation (CPA17), W. P. Carey Inc., a Maryland corporation and the ultimate parent of the external manager of CPA17 (W. P. Carey), CPA17 Merger Sub LLC, a Maryland limited liability company and an indirect subsidiary of W. P. Carey (Merger Sub), and, for the limited purposes set forth herein, Carey Asset Management Corp., a Delaware corporation (CAM), W. P. Carey & Co. B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (Foreign Subsidiary), and W. P. Carey Holdings, LLC, a Delaware limited liability company (Special General Partner), each an indirect subsidiary of W. P. Carey, and CPA(r): 17 Limited Partnership, a Delaware limited partnership (CPA17 LP).

Trevena Inc – Trevena, Inc. Up to $50,000,000 of Shares Common Stock Sales Agreement (June 15th, 2018)
Neuronetics, Inc. – Contract (May 31st, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Neuronetics, Inc. – Loan and Security Agreement (May 31st, 2018)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of March 28, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), and NEURONETICS, INC., a Delaware corporation with an office located at 3222 Phoenixville Pike, Malvern, Pennsylvania 19355 (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Neuronetics, Inc. – Sixth Amended and Restated Stockholders Agreement (May 31st, 2018)

This Sixth Amended and Restated Stockholders Agreement (this Agreement), dated as of June 1, 2017, is by and among (i) Neuronetics, Inc., a Delaware corporation (the Company); (ii) the persons listed as owners of the Companys Common Stock listed on the Schedule of Common Stockholders attached hereto (the Common Stockholders); (iii) the persons listed as owners of Series A-1 Preferred Stock, listed on the Schedule of Series A-1 Stockholders attached hereto (the Series A-1 Holders); (iv) the persons listed as owners of Series A-2 Preferred Stock, listed on the Schedule of A-2 Stockholders attached hereto (the Series A-2 Holders); (v) the persons listed as owners of Series B Preferred Stock, listed on the Schedule of Series B Stockholders attached hereto (the Series B Holders); (vi) the persons listed as owners of Series C Preferred Stock, listed on the Schedule of Series C Stockholders attached hereto (the Series C Holders); (vii) the persons listed as owners of Series D Preferred Stock,

Neuronetics, Inc. – Lease Agreement (May 31st, 2018)

THIS LEASE AGREEMENT is made by and between EXETER 3222 PHOENIXVILLE, L.P., a Pennsylvania limited partnership (Landlord) and NEURONETICS, Inc., a Delaware corporation (Tenant), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.

Gaming & Leisure Properties, Inc. – [Signature Page to Amendment No. 2 to the Credit Agreement] (May 22nd, 2018)

This CREDIT AGREEMENT is entered into as of October 28, 2013, as amended by Amendment No. 1 to the Credit Agreement dated July 31, 2015 (as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, this Agreement), among GLP Financing, LLC, a Pennsylvania limited liability company (together with its successors, the Borrower), each Lender from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent).

Medgenics Inc – Aevi Genomic Medicine, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT (May 15th, 2018)
Amended and Restated Credit and Security Agreement (May 14th, 2018)

THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as amended from time to time, this "Agreement") is made as of the 11th day of May, 2018, by and among GSE SYSTEMS, INC., a Delaware corporation ("Parent"), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation ("GSE Performance" and with Parent and any other Person that becomes a Borrower after the Closing Date, jointly and severally the "Borrower"), and CITIZENS BANK, NATIONAL ASSOCIATION (together with its successors and assigns, "Bank"). Borrower and Bank agree, under seal, as follows:

Janel World Trade – Agreement and Plan of Merger by and Among Antibodies Incorporated, AB HoldCo, Inc., AB Merger Sub, Inc., Richard Krogsrud, as Representative of the Stockholders and the Rollover Stockholders Signatory Hereto May 8, 2018 (May 11th, 2018)

This Agreement and Plan Of Merger (this "Agreement"), dated as of May 8, 2018, is by and among Antibodies Incorporated, a California corporation (the "Company"), AB HoldCo, Inc., a Nevada corporation ("Parent"), AB Merger Sub, Inc., a California corporation and wholly-owned subsidiary of Parent ("Acquisition Sub"), Richard Krogsrud, an individual, solely as the representative (the "Representative") of the Stockholders, and the Stockholders of the Company signatory hereto (the "Rollover Stockholders"); capitalized terms not otherwise defined herein have the meanings set forth in Article I of this Agreement.

Destination Maternity – Amendment No. 3 to Amended and Restated Credit Agreement (April 19th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the "Lead Borrower"), CAVE SPRINGS, INC., a Delaware corporation ("Cave", and together with Lead Borrower, each a "Borrower" and collectively, the "Borrowers"), the Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.

Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and (ii) Broadfin Healthcare Master Fund, Ltd (the "Buyer").

Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and (ii) Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (collectively "Buyer").

Securities Purchase Agreement (April 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and between STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership ("Buyer").

AGREEMENT AND PLAN OF MERGER by and Among PSIVIDA CORP., OCULUS MERGER SUB, INC. ICON BIOSCIENCE, INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDERS AGENT Dated as of March 28, 2018 (March 29th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 28, 2018, by and among pSivida Corp., a Delaware corporation (Parent), Oculus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Icon Bioscience, Inc., a Delaware corporation (the Company) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Securityholders (the Stockholders Agent). Parent, Merger Sub, the Company and the Stockholders Agent are sometimes referred to herein individually as a Party and collectively as the Parties.

Paperweight Development Corp – GUARANTEE AND COLLATERAL AGREEMENT (CANADA) Made by APPVION CANADA, LTD., in Favour of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent Dated as of March 16, 2018 (March 19th, 2018)

GUARANTEE AND COLLATERAL AGREEMENT (CANADA), dated as of March 16, 2018 (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, this Agreement), made by Appvion Canada, Ltd., a corporation formed under the laws of Canada (Appvion Canada; together with any other entity that may become a party hereto as provided herein, the Grantors), in favour of Wilmington Trust, National Association, as administrative agent (in such capacity, the Administrative Agent) for the banks, financial institutions and other entities (the Lenders) from time to time parties to the Senior Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the Credit Agreement), among Appvion, Inc., a Delaware corporation (the Borrower), Paperweight Development Corp., a Wisconsin corporation (Holdings), the Administrative Agent and the Lenders.

Paperweight Development Corp – GUARANTEE AND COLLATERAL AGREEMENT Made by PAPERWEIGHT DEVELOPMENT CORP., APPVION, INC., and Certain of Its Subsidiaries in Favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent Dated as of March 16, 2018 (March 19th, 2018)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 166, 2018 (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, this Agreement), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of Wilmington Trust, National Association, as Administrative Agent (in such capacity, the Administrative Agent) for the banks, financial institutions and other entities (the Lenders) from time to time parties to the Senior Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the Credit Agreement), among Appvion, Inc., a Delaware corporation (the Borrower), Paperweight Development Corp., a Wisconsin corporation (Holdings), the Administrative Agent and the Lenders.

Neuronetics, Inc. – Contract (March 16th, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Neuronetics, Inc. – Sixth Amended and Restated Stockholders Agreement (March 16th, 2018)

This Sixth Amended and Restated Stockholders Agreement (this Agreement), dated as of June 1, 2017, is by and among (i) Neuronetics, Inc., a Delaware corporation (the Company); (ii) the persons listed as owners of the Companys Common Stock listed on the Schedule of Common Stockholders attached hereto (the Common Stockholders); (iii) the persons listed as owners of Series A-1 Preferred Stock, listed on the Schedule of Series A-1 Stockholders attached hereto (the Series A-1 Holders); (iv) the persons listed as owners of Series A-2 Preferred Stock, listed on the Schedule of A-2 Stockholders attached hereto (the Series A-2 Holders); (v) the persons listed as owners of Series B Preferred Stock, listed on the Schedule of Series B Stockholders attached hereto (the Series B Holders); (vi) the persons listed as owners of Series C Preferred Stock, listed on the Schedule of Series C Stockholders attached hereto (the Series C Holders); (vii) the persons listed as owners of Series D Preferred Stock,

Neuronetics, Inc. – Loan and Security Agreement (March 16th, 2018)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of March 28, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), and NEURONETICS, INC., a Delaware corporation with an office located at 3222 Phoenixville Pike, Malvern, Pennsylvania 19355 (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Neuronetics, Inc. – Lease Agreement (March 16th, 2018)

THIS LEASE AGREEMENT is made by and between EXETER 3222 PHOENIXVILLE, L.P., a Pennsylvania limited partnership (Landlord) and NEURONETICS, Inc., a Delaware corporation (Tenant), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.

Tender and Support Agreement (March 12th, 2018)

This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of March 11, 2018, is by and among LM US Parent, Inc., a corporation incorporated under the laws of Delaware ("Parent"), Camden Merger Sub, Inc., a corporation incorporated under the laws of Delaware ("Merger Sub"), and the Person listed as "Stockholder" on the signature page hereto ("Stockholder").

Alphatec Holdings – AGREEMENT AND PLAN OF MERGER Among ALPHATEC HOLDINGS, INC. And SAFARI MERGER SUB, INC. And SAFEOP SURGICAL, INC. And THE KEY STOCKHOLDERS OF TARGET COMPANY IDENTIFIED ON SCHEDULE a and SAFARI HOLDING COMPANY, LLC Dated as of March 6, 2018 (March 12th, 2018)

This Agreement and Plan of Merger (this Agreement), dated as of March 6, 2018, is entered into among Alphatec Holdings, Inc., a Delaware corporation (Parent), Safari Merger Sub, Inc., a Delaware corporation (Merger Sub), SafeOp Surgical, Inc., a Delaware corporation (Company), the stockholders of the Company identified on Schedule A (collectively, the Key Stockholders); and Safari Holding Company, LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (Stockholder Representative). Certain capitalized terms used in this Agreement are defined in Exhibit A.