Perkins Coie Sample Contracts

Teekay Shipping Corporation – Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Teekay Offshore Gp L.L.C. (July 10th, 2018)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Amendment), dated as of July 2, 2018, of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Primoris Services Corp. – First Amendment and Joinder to Amended and Restated Credit Agreement (The First Amendment) Dated as of July 9, 2018 (July 9th, 2018)

Reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 29, 2017, (as amended, restated, supplemented or otherwise modified to date, the Credit Agreement) among CIBC Bank USA, as Administrative Agent, Collateral Agent, Joint Lead Arranger, Issuing Lender and as a Lender, (CIBC Bank), Bank of the West, as Joint Lead Arranger, Issuing Lender and as a Lender, (Bank of the West), Capital One, N.A., as Co-Syndication Agent and as a Lender (Capital One), Regions Bank, as Co-Syndication Agent and as a Lender (Regions Bank) and the other financial institutions party to the Credit Agreement and identified on the signature pages hereto (together with CIBC Bank, Bank of the West, Capital One and Regions Bank, the Lenders) and Primoris Services Corporation, a Delaware corporation, (the Borrower). Any terms not defined herein shall have the meanings set forth in the Credit Agreement.

Sonos Inc – SONOS, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT July 18, 2012 (July 6th, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is made as of July 18, 2012, by and among Sonos, Inc., a Delaware corporation (the Company), the persons and entities (each a Common Holder and collectively, the Common Holders) listed on Exhibit A hereto, and the persons and entities (each, an Investor and collectively, the Investors) listed on Exhibit B hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

Teekay Offshore Partners Lp – Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Teekay Offshore Gp L.L.C. (July 3rd, 2018)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Amendment), dated as of July 2, 2018, of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Senior Notes 4.22% Senior Notes, Due August 15, 2028 NOTE PURCHASE AGREEMENT (June 29th, 2018)

The Company has authorized the issue and sale of $125,000,000 aggregate principal amount of its 4.22% Senior Notes, due August 15, 2028 (the "Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by such Purchasers of such Notes and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Senior Guaranteed Notes 4.07% Senior Guaranteed Notes, Due August 15, 2025 NOTE PURCHASE AGREEMENT (June 29th, 2018)

EL PASO ELECTRIC COMPANY, a Texas corporation (the "Company"), agrees with each of the Purchasers, and will instruct The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II (as successor to JPMorgan Chase Bank, N.A., in such capacity, the "Trustee") to cause the RIO GRANDE RESOURCES TRUST II (the "Issuer") to agree with each of the Purchasers as follows:

CAI-International – Amendment No. 6 (June 28th, 2018)

This AMENDMENT NO. 6 (this "Agreement") dated as of June 26, 2018, is by and among CAI INTERNATIONAL, INC., a Delaware corporation ("CAI"), CONTAINER APPLICATIONS LIMITED, a corporation organized under the laws of Barbados ("CAL" and, together with CAI, the "Borrowers", and each, individually, a "Borrower"), the Guarantors party hereto, BANK OF AMERICA, N.A., ("Bank of America") and the other lending institutions from time to time party to the Credit Agreement referred to below (collectively, the "Lenders"), Bank of America, as administrative agent for itself and the other Lenders (in such capacity, the "Administrative Agent"), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO BANK, NATIONAL ASSOCIATION, and MUFG UNION BANK, N.A., as syndication agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as lead arranger and book runner, and ABN AMRO CAPITAL USA LLC, COMPASS BANK d/b/a BBVA COMPASS, BANK OF MONTREAL, ROYAL BANK OF CANADA, and PNC BANK, NATIONAL ASSOCIATIO

INDENTURE Dated as of June 12, 2018 Among ALLIANT ENERGY FINANCE, LLC, as Issuer, ALLIANT ENERGY CORPORATION, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 3.750% SENIOR NOTES DUE 2023 4.250% SENIOR NOTES DUE 2028 (June 12th, 2018)

INDENTURE, dated as of June 12, 2018, among Alliant Energy Finance, LLC, a Wisconsin limited liability company, as the Issuer (as defined herein), Alliant Energy Corporation, a Wisconsin corporation, as the Guarantor (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (as defined herein).

InfoSonics – Subscription Agreement (June 6th, 2018)

This Subscription Agreement (this "Subscription Agreement") is made and entered into to be effective as of the effective date set forth on the signature page hereto (the "Effective Date"), by the undersigned subscriber (the "Subscriber") for the benefit of InfoSonics Corporation, a Maryland corporation (the "Company").

Acxiom – Amended and Restated Employment Agreement (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated as of July 26, 2014, (the "Agreement"), by and between Acxiom Corporation, a Delaware corporation (the "Company") and Scott E. Howe (the "Executive"), is hereby amended and restated as of February 14, 2018 (the "Restatement Date").

Distribution Agreement (May 21st, 2018)

Alliant Energy Corporation, a Wisconsin corporation (the "Company"), confirms its agreement with Barclays Capital Inc., BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC (as agents and/or principals under any Terms Agreement (as defined in Section 1(a) below), each, an "Agent" and together, the "Agents"), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this "Agreement"), of Common Stock, $0.01 par value per share (the "Common Stock"), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $175,000,000 (the "Maximum Amount") on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the "Shares" and are described in the Prospectus referred to below.

Avalara Inc – Avalara, Inc. Indemnification Agreement (May 11th, 2018)

This Indemnification Agreement (the Agreement) is entered into on , 20 , between Avalara, Inc., a Washington corporation (the Company), and the undersigned officer and/or director of the Company (Indemnitee), for good and valuable consideration as set forth below.

Willis Lease Finance Corporation – Redemption Agreement (May 10th, 2018)

THIS REDEMPTION AGREEMENT (this "Agreement"), dated as of March 29, 2018, by and between Willis Lease Finance Corporation, a Delaware Corporation (the "Company") and M3 Partners, LP, a Delaware Limited Partnership (the "Seller").

AGREEMENT AND PLAN OF MERGER by and Among TYLER TECHNOLOGIES, INC., DEDOMENA ACQUISITION, INC., SOCRATA, INC., AND THE STOCKHOLDERS' REPRESENTATIVE IDENTIFIED HEREIN (May 10th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 17, 2018, is by and among Tyler Technologies, Inc., a Delaware corporation ("Tyler"), Dedomena Acquisition, Inc., a Delaware corporation wholly owned by Tyler ("Merger Sub") (Tyler and Merger Sub are sometimes collectively referred to as the "Tyler Entities" and individually as a "Tyler Entity"), Socrata, Inc., a Delaware corporation ("Socrata"), and Shareholder Representative Services LLC, a Colorado limited liability company (the "Stockholders' Representative"), solely in its capacity as agent and attorney-in-fact for the Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders. Tyler, Merger Sub, Socrata, and the Stockholders' Representative are sometimes referred to collectively herein as the "Parties" and individually as a "Party."

Depomed – OFFICE LEASE by and Between LAKE FOREST LANDMARK COMPANY LLC, a Delaware Limited Liability Company, Landlord and DEPOMED, INC., a California Corporation, Tenant PORTION OF 3RD FLOOR AT 100 S. SAUNDERS ROAD, LAKE FOREST, ILLINOIS Dated as of February 28, 2018 (May 10th, 2018)

This OFFICE LEASE (this "Lease") is made and entered into as of the 28th day of February, 2018 by and between LAKE FOREST LANDMARK COMPANY LLC, a Delaware limited liability company ("Landlord"), and DEPOMED, INC., a California corporation ("Tenant").

Us Xpress Enterprises – Fifth Amendment to Term Loan Agreement (May 7th, 2018)

THIS FIFTH AMENDMENT TO TERM LOAN AGREEMENT (this Amendment), is made and entered into effective as of December 13, 2017, by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the Borrower), NEW MOUNTAIN LAKE HOLDINGS, LLC, a Nevada limited liability company (Holdings), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative and collateral agent (the Agent) for the several banks and other financial institutions from time to time party to the Term Loan Agreement (as defined below) as lenders (collectively, the Lenders), and the Lenders.

DEVELOPMENT AND DISTRIBUTION AGREEMENT Between (May 4th, 2018)

This Development and Distribution Agreement (the "Agreement") is made and entered into effective as of February 26, 2018 (the "Effective Date") by and between Surmodics, Inc., a Minnesota corporation ("Surmodics"), and Abbott Vascular, Inc., a subsidiary of Abbott Laboratories, a Delaware corporation ("Abbott"). Surmodics and Abbott are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

CAI-International – CAI INTERNATIONAL, INC. 8.50% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (Par Value $0.0001 Per Share and Liquidation Preference $25.00 Per Share) at the Market Issuance Sales Agreement (May 2nd, 2018)
Term Loan Credit Agreement (April 30th, 2018)

the banks (the "Banks") listed on the signature pages hereof and the other Lenders (as hereinafter defined) from time to time party hereto, and

Sevion Therapeutics, Inc. – ELOXX PHARMACEUTICALS, INC. 5,130,000 Shares Common Stock ($0.01 Par Value) Underwriting Agreement (April 26th, 2018)
Morphosys Ag – Collaboration and License Agreement (April 11th, 2018)
Morphosys Ag – Collaboration and License Agreement (March 22nd, 2018)
Zuora Inc – Sublease (March 16th, 2018)

THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between BAY MEADOWS STATION 4 INVESTORS, LLC, a Delaware limited liability company (Landlord), and SURVEYMONKEY INC., a Delaware corporation (hereinafter called Tenant).

Seaspan Corporation – Registration Rights Agreement (March 14th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of March 13, 2018 (this Agreement), is entered into between Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the Company) and Deep Water Holdings, LLC, a limited liability company organized under the laws of Montana (the Shareholder). Capitalized terms which are not defined in this Agreement have the respective meanings ascribed to them in the Share Subscription Agreement (as defined below).

CAI-International – Note Purchase Agreement (March 5th, 2018)

NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, the "Agreement"), dated as of February 21, 2018, by and among:

Fourteenth Amendment to Amended and Restated Credit Agreement (February 28th, 2018)

This Fourteenth Amendment to Amended and Restated Credit Agreement (the "Amendment"), is made this 13th day of October, 2017 among CROCS, INC., a corporation organized under the laws of the State of Delaware ("Crocs"), CROCS RETAIL, LLC, a limited liability company organized under the laws of the State of Colorado ("Retail"), OCEAN MINDED, INC., a corporation organized under the laws of the State of Colorado ("Ocean"), JIBBITZ, LLC, a limited liability company organized under the laws of the State of Colorado ("Jibbitz"), BITE, INC., a corporation organized under the laws of the State of Colorado ("Bite", together with Crocs, Retail, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively "Borrowers" and each a "Borrower"), the Lenders who have executed this Amendment (the "Consenting Lenders") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, the "Administrative Agent").

Potlatch – Second Amended and Restated Credit Agreement (February 15th, 2018)
Seaspan Corporation – Warrant Agreement (February 15th, 2018)

WARRANT AGREEMENT (this Agreement) dated as of February 14, 2018 by and among Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the Company), and each of the investors specified on the signature pages hereto (the Investors).

Potlatch – Second Amended and Restated Credit Agreement (February 15th, 2018)
Seaspan Corporation – Registration Rights Agreement (February 15th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of February 14, 2018, by and among Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the Company), the Guarantors (as defined below) and each of the investors specified on the signature pages hereto (including any permitted successors or assigns, the Investors).

Stock Purchase Agreement Dated as of February 2, 2018 by and Among Trimble Inc., E-Builder, Inc., the Stockholders of the Company, as Set Forth on Schedule B Hereto, and Ron Antevy and Jonathan Antevy, in Their Capacity as the Stockholders Committee (February 2nd, 2018)

This STOCK PURCHASE AGREEMENT (including the certificates and schedules referenced herein, this Agreement) is made as of February 2, 2018 by and among: Trimble Inc., a Delaware corporation (Buyer), on the one hand; and e-Builder, Inc., a Florida corporation (the Company), the Stockholders of the Company, as set forth on Schedule B hereto (each a Stockholder and collectively, the Stockholders), and Ron Antevy and Jonathan Antevy in their capacity as the Stockholders Committee (the Stockholders Committee), on the other hand, as follows:

Amarin Corp – Amarin Corporation Plc 19,178,082 American Depositary Shares Representing 19,178,082 Ordinary Shares (Par Value PS0.50 Per Share) UNDERWRITING AGREEMENT (February 1st, 2018)
Zuora Inc – Sublease (January 31st, 2018)

THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between BAY MEADOWS STATION 4 INVESTORS, LLC, a Delaware limited liability company (Landlord), and SURVEYMONKEY INC., a Delaware corporation (hereinafter called Tenant).

Teekay Shipping Corporation – TEEKAY CORPORATION 5.000% Convertible Senior Notes Due 2023 PURCHASE AGREEMENT (January 26th, 2018)
EXCO Resources, Inc. – Instrument of Appointment and Acceptance (January 25th, 2018)

This INSTRUMENT OF APPOINTMENT AND ACCEPTANCE (this Agreement), dated and effective as of January 23, 2018, by and among Phoenix Investment Adviser LLC, in its capacity as investment advisor with authority to bind the beneficial owners listed on Schedule I hereof who are the Lenders holding one hundred percent (100%) of the outstanding principal amount due and owing under the Credit Agreement (defined herein) (the Lenders), and GLAS Trust Company LLC (GLAS Trust), in its capacity as the successor Administrative Agent under the Credit Agreement referred to below (in such capacity, the Successor Administrative Agent). Except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms used herein which are defined in the Credit Agreement shall have the meaning assigned to them in the Credit Agreement.