Proskauer Rose Sample Contracts

1,820,000 Shares of Common Stock Warrants to Purchase 1,820,000 Shares of Common Stock ION GEOPHYSICAL CORPORATION UNDERWRITING AGREEMENT (February 16th, 2018)
P & F Industries, Inc. – Contract (February 2nd, 2018)

EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 2018 (the "Effective Date"), between P&F INDUSTRIES, INC., a Delaware corporation (the "Company"), and JOSEPH A. MOLINO, JR. (the "Executive").

Amended and Restated Employment Agreement (January 26th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 14th day of November 2017, by and between Air Products and Chemicals, Inc. (together with its affiliates and subsidiaries, the "Company"), and Seifollah Ghasemi (the "Executive"). This Agreement amends and restates in its entirety the Prior Agreement (as defined below) effective as of October 1, 2017 (the "Effective Date").

AGREEMENT AND PLAN OF MERGER Among: JUNO THERAPEUTICS, INC., a Delaware Corporation; CELGENE CORPORATION, a Delaware Corporation; And BLUE MAGPIE CORPORATION, a Delaware Corporation Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation ("Parent"); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"); and Juno Therapeutics, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER Among: JUNO THERAPEUTICS, INC., a Delaware Corporation; CELGENE CORPORATION, a Delaware Corporation; And BLUE MAGPIE CORPORATION, a Delaware Corporation Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (Agreement) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (Parent); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser); and Juno Therapeutics, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Penn Virginia – Support Agreement (January 19th, 2018)

This Support Agreement, dated January 18, 2018 (this Agreement), is by and between Strategic Value Partners, LLC and certain investment funds directly or indirectly managed by Strategic Value Partners, LLC, as listed on Schedule A hereto (collectively, Shareholder and each individually, a member of Shareholder), and Penn Virginia Corporation (the Company).

Solid Biosciences, LLC – Form of Agreement and Plan of Merger (January 16th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of , 2018, by and among Solid Biosciences Inc., a Delaware corporation (the Company), Bain Capital Life Sciences Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, and BCIP Life Sciences Associates, LP, a limited partnership organized under the laws of Delaware (together, the Bain Funds), BCLS Solid Bio, Inc., a Delaware corporation (the Bain Blocker), Foresite Capital Fund III, L.P., a limited partnership organized under the laws of Delaware (the Foresite Fund) and FC Fund III Solid Holdings, Inc., a Delaware corporation (the Foresite Blocker). The Company, the Bain Funds, the Bain Blocker, the Foresite Fund and the Foresite Blocker are collectively referred to herein as the Parties, and each individually is referred to herein as a Party. All references to the Company include its predecessor, Solid Biosciences, LLC, a Delaware limited liability company.

Note Purchase Agreement (January 4th, 2018)

THIS NOTE PURCHASE AGREEMENT, dated as of January 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), by and among RADISYS CORPORATION, an Oregon corporation (the "Borrower"), the Guarantors from time to time party hereto, the Purchasers from time to time party hereto, and HCP-FVG, LLC, a Delaware limited liability company ("Hale Capital") as collateral agent for itself and the Purchasers party hereto (in such capacity and together with its successors and assigns, the "Collateral Agent").

Radisys Corp. Warrant (January 4th, 2018)

RADISYS CORP, an Oregon corporation (the "Company"), hereby certifies that, for value received, __________ or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of __________ (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, no par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the date hereof (the "Issuance Date") and through and including January 3, 2025 (the "Expiration Date"), and subject to the following terms and conditions. This Warrant (this "Warrant") is being issued pursuant to Section 3.7 of that certain Note Purchase Agreement, dated as of January 3, 2018 (the "Note Purchase Agreement"), by and among the Company, as borrower, the

Solid Biosciences, LLC – Solid Biosciences Inc. 2018 Omnibus Incentive Plan Form of Restricted Stock Agreement (December 29th, 2017)

THIS RESTRICTED STOCK AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Solid Biosciences Inc., a Delaware corporation, (the Company) and the Participant specified above, pursuant to the Solid Biosciences Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

Securities Purchase Agreement (December 29th, 2017)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of December 22, 2017, among FC Global Realty Incorporated, formerly known as PhotoMedex, Inc., a Nevada corporation (the "Company"), and Opportunity Fund I-SS, LLC, a Delaware limited liability company (the "Investor"). The Company and the Investor are collectively referred to in this Agreement as the "Parties," and each a "Party."

Solid Biosciences, LLC – Solid Biosciences Inc. 2018 Omnibus Incentive Plan Form of Nonqualified Stock Option Agreement (December 29th, 2017)

This Option may be exercised with respect to the first 25% of the shares subject to this Option on the first anniversary date of the Grant Date and an additional 25% of the shares subject to this Option upon each subsequent anniversary date thereafter until the fourth anniversary of the Grant Date (in each case, subject to the Participants continued service with the Company or any of its Subsidiaries through the applicable vesting date).

Solid Biosciences, LLC – Solid Biosciences Inc. 2018 Omnibus Incentive Plan Form of Incentive Stock Option Agreement (December 29th, 2017)

This Option may be exercised with respect to the first 25% of the shares subject to this Option on the first anniversary date of the Grant Date and an additional 25% of the shares subject to this Option upon each subsequent anniversary date thereafter until the fourth anniversary of the Grant Date (in each case, subject to the Participants continued service with the Company or any of its Subsidiaries through the applicable vesting date).

Solid Biosciences, LLC – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SOLID BIOSCIENCES, LLC AND SOLID GT, LLC Dated as of March 29, 2017 (December 29th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 29, 2017, by and between Solid Biosciences, LLC, a Delaware limited liability company (Bio), and Solid GT, LLC, a Delaware limited liability company (GT). Each of the parties referred to above may be referred to herein as a Party and collectively as the Parties. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth on the Schedule of Defined Terms attached hereto, the terms, provisions and contents of which are hereby incorporated by reference herein and made part hereof.

Solid Biosciences, LLC – Third Amended and Restated Limited Liability Company Agreement of Solid Biosciences, Llc a Delaware Limited Liability Company (December 29th, 2017)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Solid Biosciences, LLC, a Delaware limited liability company (the Company) is entered into, and shall be effective, as of March 29, 2017, by and among: (i) the Company and (ii) the Persons party hereto that are identified as Members on Schedule A attached hereto (such Persons, their respective successors and any additional Persons hereinafter admitted to the Company as members being hereinafter referred to individually as a Member and collectively as the Members), and in accordance with the Delaware Limited Liability Company Act (6 Del.C. SS 18-101, et seq.), as amended from time to time (the Act).

Solid Biosciences, LLC – Form of Agreement and Plan of Merger (December 29th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of , 2018, by and among Solid Biosciences Inc., a Delaware corporation (the Company), Bain Capital Life Sciences Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, and BCIP Life Sciences Associates, LP, a limited partnership organized under the laws of Delaware (together, the Bain Funds), BCLS Solid Bio, Inc., a Delaware corporation (the Bain Blocker), Foresite Capital Fund III, L.P., a limited partnership organized under the laws of Delaware (the Foresite Fund) and FC Fund III Solid Holdings, Inc., a Delaware corporation (the Foresite Blocker). The Company, the Bain Funds, the Bain Blocker, the Foresite Fund and the Foresite Blocker are collectively referred to herein as the Parties, and each individually is referred to herein as a Party. All references to the Company include its predecessor, Solid Biosciences, LLC, a Delaware limited liability company.

Global Net Lease, Inc. – GLOBAL NET LEASE, INC. UNDERWRITING AGREEMENT 1,000,000 Shares of 7.25% Series a Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) (December 18th, 2017)
Contribution and Exchange Agreement by and Among Number Holdings, Inc. 99 Cents Only Stores Llc and the Other Parties Hereto Dated December 14, 2017 (December 14th, 2017)

This CONTRIBUTION AND EXCHANGE AGREEMENT (this Agreement) is dated December 14, 2017, by and among Number Holdings, Inc., a Delaware corporation (Number Holdings), 99 Cents Only Stores LLC, a California limited liability company (the Company and, together with Number Holdings, the Company Entities), AF III Holdings A S.a.r.l., a Luxembourg company (Ares), and CPP Investment Board (USRE II) Inc., a Canadian corporation (CPPIB and, together with Ares, the Sponsor Noteholders).

99 CENTS ONLY STORES LLC, as Issuer 13% CASH/PIK SECURED NOTES DUE 2022 (December 14th, 2017)

INDENTURE dated as of December 14, 2017, amended or supplemented from time to time (this Indenture), among 99 Cents Only Stores LLC, a California limited liability company (the Issuer or the Company), the Guarantors (as defined herein) party hereto and Wilmington Trust, National Association, as trustee and collateral trustee.

ICAHN ENTERPRISES L.P. ICAHN ENTERPRISES FINANCE CORP. AND ICAHN ENTERPRISES HOLDINGS L.P. 6.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 6, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE* (December 6th, 2017)

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 6 Section 1.02 Other Definitions 20 Section 1.03 Incorporation by Reference of Trust Indenture Act 21 Section 1.04 Rules of Construction 21 ARTICLE 2 THE NOTES Section 2.01 Form and Dating 22 Section 2.02 Execution and Authentication 22 Section 2.03 Registrar and Paying Agent 23 Section 2.04 Paying Agent to Hold Money in Trust 23 Section 2.05 Holder Lists 23 Section 2.06 Transfer and Exchange 23 Section 2.07 Replacement Notes 34 Section 2.08 Outstanding Notes 34 Section 2.09 Treasury Notes 34 Section 2.10 Temporary Notes 35 Section 2.11 Cancellation 35 Section 2.12 Defaulted Interest 35 ARTICLE 3 REDEMPTI

REGISTRATION RIGHTS AGREEMENT Dated as of December 6, 2017 by and Among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. And JEFFERIES LLC (December 6th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December 6, 2017, by and among Icahn Enterprises L.P., a Delaware limited partnership, as issuer ("Icahn Enterprises"), Icahn Enterprises Finance Corp., a Delaware corporation, as co-issuer ("Icahn Enterprises Finance" and, together with Icahn Enterprises, the "Company"), Icahn Enterprises Holdings L.P., a Delaware limited partnership (the "Guarantor") and Jefferies LLC (the "Initial Purchaser"), who has agreed to purchase $510,000,000 in aggregate principal amount of the Company's 6.250% Senior Notes due 2022 (the "2022 Notes") and $750,000,000 aggregate principal amount of the Company's 6.375% Senior Notes due 2025 (the "2025 Notes" and, together with the 2022 Notes, the "Initial Notes") pursuant to the Purchase Agreement (as defined below). The Initial Notes are to be guaranteed (the "Guarantee" and, together with the Initial Notes, the "Offered Securities") by the Guarantor.

Leisure Acquisition Corp. – Expense Advancement Agreement (December 5th, 2017)

THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of December 1, 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the "Company"), Hydra Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the "Funding Parties").

Leisure Acquisition Corp. – Investment Management Trust Agreement (December 5th, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of December 1, 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

BreitBurn Energy Partners, L.P. – First Amendment to Amended and Restated Restructuring Support Agreement (December 4th, 2017)

Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP (5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC (7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222); Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380); Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097); Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P. (2620), the above-captioned debtors, as plan proponents, propose the following chapter 11 plan pursuant to section 1121(a) of title 11 of the United States Code.

BreitBurn Energy Partners, L.P. – Disclosure Statement For (December 4th, 2017)

The Debtors believe the Plan is in the best interests of all stakeholders and urge the holders of Claims in Classes 3, 4, 5A, 5B, and 6 to vote in favor thereof.

Leisure Acquisition Corp. – 20,000,000 Units Leisure Acquisition Corp. Units, Each Consisting of One Share of Common Stock, $0.0001 Par Value, and One-Half of One Warrant UNDERWRITING AGREEMENT (December 1st, 2017)

Leisure Acquisition Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 20,000,000 units of the Company (the "Firm Securities"). Each unit ("Unit(s)") consisting of one share of common stock, $0.0001 par value, of the Company ("Share(s)") and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the "Warrant(s)").

Leisure Acquisition Corp. – Form of Investment Management Trust Agreement (December 1st, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [_______], 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Leisure Acquisition Corp. – Form of Expense Advancement Agreement (November 28th, 2017)

THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of [________], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the "Company"), Hydra Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the "Funding Parties").

Leisure Acquisition Corp. – 20,000,000 Units Leisure Acquisition Corp. Units, Each Consisting of One Share of Common Stock, $0.0001 Par Value, and One-Half of One Warrant UNDERWRITING AGREEMENT (November 28th, 2017)

Leisure Acquisition Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 20,000,000 units of the Company (the "Firm Securities"). Each unit ("Unit(s)") consisting of one share of common stock, $0.0001 par value, of the Company ("Share(s)") and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the "Warrant(s)").

Leisure Acquisition Corp. – Form of Investment Management Trust Agreement (November 28th, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [_______], 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Leisure Acquisition Corp. – 25,000,000 Units Leisure Acquisition Corp. Units, Each Consisting of One Share of Common Stock, $0.0001 Par Value, and One-Half of One Warrant UNDERWRITING AGREEMENT (November 17th, 2017)

Leisure Acquisition Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 25,000,000 units of the Company (the "Firm Securities"). Each unit ("Unit(s)") consisting of one share of common stock, $0.0001 par value, of the Company ("Share(s)") and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the "Warrant(s)").

Amended and Restated Employment Agreement (November 14th, 2017)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of this 14th day of November 2017, by and between Air Products and Chemicals, Inc. (together with its affiliates and subsidiaries, the (Company), and Seifollah Ghasemi (the Executive). This Agreement amends and restates in its entirety the Prior Agreement (as defined below) effective as of October 1, 2017 (the Effective Date).

Kura Oncology, Inc. – Kura Oncology, Inc. Common Stock Sales Agreement (November 9th, 2017)
Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (November 9th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (November 9th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and