Pillsbury Winthrop Shaw Pittman Sample Contracts

INDENTURE, Dated as of October 8, 2018, Among AMPHENOL TECHNOLOGIES HOLDING GMBH, AMPHENOL CORPORATION and THE BANK OF NEW YORK MELLON, as Trustee (October 9th, 2018)

Indenture, dated as of October 8, 2018, among Amphenol Technologies Holding GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) registered in Stuttgart, Germany under company number HRB 104157 and having its registered office at August Hausser Strasse 10, 74080 Heilbronn, Germany (the Company), Amphenol Corporation, a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at 358 Hall Avenue, Wallingford, Connecticut 06492, United States of America (the Guarantor) and The Bank of New York Mellon, as trustee (the Trustee).

Contract (October 9th, 2018)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPORATI

Certificate of Incorporation of Concentrix Cvg Corporation (October 5th, 2018)

The address of the registered office of the Corporation in the State of Delaware is 3500 South DuPont Highway, in the City of Dover, Delaware 19901, County of Kent. The name of the registered agent at such address is Incorporating Services, Ltd.

Execution Version (October 3rd, 2018)
Securities Purchase Agreement (October 3rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 2, 2018, between MoSys, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Co-Placement Agency Agreement (October 3rd, 2018)
Anaplan, Inc. – Common Stock Purchase Agreement (October 1st, 2018)

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement) is dated as of September 28, 2018, by and among Anaplan, Inc., a Delaware corporation (the Company), and the investors listed on Schedule A (each, a Purchaser and collectively, the Purchasers).

Securities Purchase Agreement (September 28th, 2018)
Cafepress.Com – AGREEMENT AND PLAN OF MERGER by and Among CAFEPRESS INC., SNAPFISH, LLC and SNAPFISH MERGER SUB, INC. Dated as of September 28, 2018 (September 28th, 2018)
CMS ENERGY CORPORATION 5.875% Junior Subordinated Notes Due 2078 (September 26th, 2018)

CMS Energy Corporation, a Michigan corporation (the Company), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) an aggregate of $250,000,000 in principal amount of its 5.875% Junior Subordinated Notes due 2078 (the Initial Securities), subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12 hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement. The Initial Securities are to be issued pursuant to the provisions of the Indenture dated as of June 1, 1997 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the Trustee), as supplemented and amended by various supplemental indentures and as to be supplemented by the Seventh Supplemental Indenture, to be dated as of September 26, 2018 (the Supplemental Indenture), establishing the terms of the Securities (as defined b

Vivus, Inc. – PURCHASE AGREEMENT Dated April 30, 2018 Among VIVUS, INC. And THE PURCHASERS NAMED HEREIN 10.375% SENIOR SECURED NOTES DUE 2024 (August 7th, 2018)

INDENTURE dated as of June 8, 2018 among VIVUS, Inc., a Delaware corporation with an address at 900 East Hamilton Avenue, Suite 550, Campbell, California 95008 (the "Issuer"), any Guarantor that becomes party hereto pursuant to Section 4.12, and U.S. Bank National Association, a national banking association, as trustee (as more fully defined in Section 1.01, the "Trustee") and as collateral agent (as more fully defined in Section 1.01, the "Collateral Agent").

CMS ENERGY CORPORATION Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 1, 2018 (August 1st, 2018)
$100,000,000 3.68% First Mortgage Bonds Due 2027 $215,000,000 4.01% First Mortgage Bonds Due 2038 $185,000,000 4.28% First Mortgage Bonds Due 2057 Bond Purchase Agreement (July 26th, 2018)
Agreement and Plan of Merger (July 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the "Company"), SYNNEX Corporation, a Delaware corporation ("Parent"), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I") and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II" and together with Merger Sub I, "Merger Subs").

Agreement and Plan of Merger (June 29th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the "Company"), SYNNEX Corporation, a Delaware corporation ("Parent"), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I") and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II" and together with Merger Sub I, "Merger Subs").

AGREEMENT AND PLAN OF MERGER by and Among CONVERGYS CORPORATION, SYNNEX CORPORATION, DELTA MERGER SUB I, INC. And DELTA MERGER SUB II, LLC Dated as of June 28, 2018 (June 28th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the "Company"), SYNNEX Corporation, a Delaware corporation ("Parent"), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I") and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II" and together with Merger Sub I, "Merger Subs").

Citigroup Commercial Mortgage Trust 2018-C5 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 21st, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note

Employment Agreement (June 15th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June _11___, 2018, by and between Renewable Energy Group, Inc., a Delaware corporation (the "Company"), and Eric Bowen ("Executive").

Employment Agreement (June 15th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June _11___, 2018, by and between Renewable Energy Group, Inc., a Delaware corporation (the "Company"), and Gary Haer ("Executive").

JPMDB Commercial Mortgage Securities Trust 2018-C8 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 15th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note

Underwriting Agreement (June 11th, 2018)
Vivus, Inc. – COLLATERAL AGREEMENT DATED AS OF JUNE 8, 2018 AMONG VIVUS, INC., as Issuer, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, (June 11th, 2018)

THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this Agreement) is entered into as of June 8, 2018 by and among VIVUS, INC., a Delaware corporation, (the Issuer), any other GRANTOR (as defined below) from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the Trustee), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the Collateral Agent).

Vivus, Inc. – Contract (June 11th, 2018)

THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION OR QUALIFICATION UNDER ANY OTHER SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION OR (B) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

Coleman Highline Office Lease (May 30th, 2018)
Acxiom – Amended and Restated Employment Agreement (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated March 27, 2015, (the "Agreement"), and effective as of January 11, 2015, (the "Effective Date"), by and between Acxiom Corporation, a Delaware corporation (the "Company"), and Warren C. Jenson (the "Executive"), is hereby amended and restated as of February 14, 2018 (the "Restatement Date").

Securities Purchase Agreement (May 24th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of , 2018, between MoSys, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

AVISTA CORPORATION (A Washington Corporation) First Mortgage Bonds, 4.35% Series Due 2048 UNDERWRITING AGREEMENT (May 21st, 2018)
Index to Note Purchase Agreement (May 16th, 2018)

This NOTE PURCHASE AGREEMENT, dated as of May 15, 2018 (the Agreement), among (i) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), (ii) WILMINGTON TRUST COMPANY (WTC), a Delaware trust company, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the Pass Through Trustee) under the Class C(R) Pass Through Trust Agreement, as subordination agent and trustee (in such capacity together with its successors in such capacity, the Subordination Agent) under the Intercreditor Agreement and as indenture trustee (in such capacity together with its successors in such capacity, the Indenture Trustee) under each Trust Indenture, (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national association, as Escrow Agent (in such capacity together with its successors in such capacity, the Escrow Agent) under the Escrow and Paying A

Underwriting Agreement (May 14th, 2018)

Consumers Energy Company, a Michigan corporation (the Company), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) an aggregate of $550,000,000 in principal amount of its 4.05% First Mortgage Bonds due 2048 (the Securities), subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12 hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement. The Securities are to be issued pursuant to the provisions of the Indenture dated as of September 1, 1945 between the Company and The Bank of New York Mellon (ultimate successor to City Bank Farmers Trust Company), as trustee (the Trustee), as supplemented and amended by various supplemental indentures and as to be supplemented by the 131st Supplemental Indenture, to be dated as of May 14, 2018 (the Supplemental Indenture), establishing the terms of the Securities (as so supplemented,

Eighth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement (May 11th, 2018)

This EIGHTH OMNIBUS AMENDMENT (this "Amendment"), dated as of May 7, 2018, is entered into by and among SIT FUNDING CORPORATION (the "Borrower"), SYNNEX CORPORATION ("Synnex"), individually and in its capacity as Servicer and an Originator, HYVE SOLUTIONS CORPORATION ("Hyve"), in its capacity as an Originator, WESTCON GROUP NORTH AMERICA, INC. ("WestCon"), in its capacity as an Originator, MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent for the Committed Lenders and Discretionary Lenders (in such capacity, the "Administrative Agent"), and the MANAGING AGENTS, COMMITTED LENDERS and DISCRETIONARY LENDERS listed on the signature pages hereto, and is the (i) FIFTEENTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as described below) and (ii) FIFTEENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as described below).

FEDERAL REALTY INVESTMENT TRUST Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 10th, 2018)
Consent and Sixth Amendment to Credit Agreement (May 10th, 2018)

This CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 21, 2018, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacities, together with its successors and assigns in such capacities, "Agent") and as United States administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "US Agent"), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as Canadian administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Canadian Agent"), the Lenders (as defined in the Credit Agreement as defined below) party hereto, UPLAND SOFTWARE, INC., a Delaware corporation ("Paren

Spire Inc. 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (May 10th, 2018)
FEDERAL REALTY INVESTMENT TRUST Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 10th, 2018)

Federal Realty Investment Trust, a Maryland real estate investment trust (the Company), confirms its agreement (this Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), as follows:

FEDERAL REALTY INVESTMENT TRUST Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 10th, 2018)