Proskauer Rose Sample Contracts

GP Investments Acquisition Corp. – Securities Purchase Agreement (June 18th, 2018)

Securities Purchase Agreement (this "Agreement"), dated June 18, 2018, by and among (i) Rimini Street, Inc., a Delaware corporation (the "Company"), (ii) VPC Special Opportunities Fund III Onshore, L.P., a Delaware limited partnership ("VPC"), (iii) Adams Street Rimini Aggregator LLC, a Delaware limited liability company, Adams Street 2007 Direct Fund, L.P., a Delaware limited partnership, Adams Street 2008 Direct Fund, L.P., a Delaware limited partnership, and Adams Street 2009 Direct Fund, L.P., a Delaware limited partnership, (collectively, "ASP"), (iv) Radcliff River I LLC, a Delaware limited liability company ("Radcliff"), (v) Colbeck Strategic Lending Master, L.P., an exempted limited partnership registered under the laws of the Cayman Islands ("Colbeck"), (vi) Kingstown Partners Master Ltd., an exempted company registered under the laws of the Cayman Islands, Kingstown Partners II, L.P., a Delaware limited partnership, Ktown, LP, a Delaware limited partnership, and Kingfishers L

Translate Bio, Inc. – Translate Bio, Inc. Shares Common Stock ($0.001 Par Value Per Share) Underwriting Agreement (June 12th, 2018)
American Realty Capital New York City REIT, Inc. – Settlement Agreement (May 14th, 2018)

This Settlement Agreement (this "Agreement") is made and entered into as of February 9, 2018 by and among American Realty Capital New York City REIT, Inc., a Maryland corporation (the "Company"), and the other entities and natural persons set forth on the signature page hereto (collectively, "Cove") (each of the Company and each person constituting Cove is hereafter referred to as a "Party" to this Agreement, and collectively as the "Parties").

Ares Management Lp – Amended and Restated Investor Rights Agreement by and Among Ares Management, L.P., Ares Management Gp Llc, Ares Owners Holdings L.P., Arec Holdings Ltd., (May 7th, 2018)

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of May 4, 2018 and effective as of March 1, 2018 (the "Effective Date"), by and among (i) Ares Management, L.P, a Delaware limited partnership (the "Issuer"), (ii) Ares Management GP LLC, a Delaware limited partnership ("Ares GP"), (iii) Ares Owners Holdings L.P., a Delaware limited partnership ("Ares LP"), (iv) AREC Holdings Ltd., a Cayman exempted corporation, (v) Blue Spectrum ZA 2015, L.P., a Cayman exempted limited partnership, (vi) Alleghany Insurance Holdings LLC, a Delaware limited liability company ("Alleghany" and, together with AREC, the "Minority Investors") and (vii) each other holder of equity interests in any Company who hereafter delivers a written agreement to be bound by the terms hereof in the form of Exhibit A. Certain capitalized terms used herein are defined in Section 5.1.

Ares Management Lp – Amended and Restated Tax Receivable Agreement (May 7th, 2018)

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (the "Agreement"), entered into as of May 4, 2018 and effective as of March 1, 2018 (the "Effective Date"), is entered into by and among Ares Management, L.P., a Delaware limited Partnership (the "Parent"), Ares Holdings Inc., a Delaware corporation ("Holdings Inc."), Ares Offshore Holdings Ltd., a Cayman Islands exempted company ("Offshore Holdings Ltd."), Ares AI Holdings L.P., a Delaware limited partnership ("AI Holdings" and together with the Parent, Holdings, Inc. and Offshore Holdings Ltd., the "AOG Topco Entities"), Ares Holdings L.P., a Delaware limited partnership ("Ares Holdings"), Ares Offshore Holdings L.P. ("Ares Offshore"), Ares Investments L.P., ("Ares Investments" and together with Ares Holdings, Ares Offshore and all other Persons (as defined herein) in which the AOG Topco Entities acquire a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7

Herbalife – Employment Agreement (May 3rd, 2018)

This Employment Agreement (the "Agreement"), dated as of March 27, 2008 (the "Effective Date"), is made and entered into by and among Michael O. Johnson ("Executive"), HERBALIFE INTERNATIONAL OF AMERICA, INC., a Nevada corporation (the "Company") and, solely for purposes of Section 2(a) hereof, HERBALIFE LTD., an entity organized under the laws of the Cayman Islands ("Parent").

American Realty Capital Trust V, Inc. – Credit Agreement Dated as of April 26, 2018 Among American Finance Operating Partnership, L.P., as Borrower the Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, Citizens Bank, N.A. And SunTrust Robinson Humphrey, Inc., as Syndication Agents and Bmo Harris Bank N.A., as Administrative Agent Bmo Capital Markets Corp., Citizens Bank, N.A. And Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Book Runners (May 2nd, 2018)

This Credit Agreement (this "Agreement") is entered into as of April 26, 2018, by and among AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Borrower"), the Guarantors from time to time party to this Agreement, the several financial institutions from time to time party to this Agreement, as Lenders, CITIZENS BANK, N.A. AND SUNTRUST ROBINSON HUMPHREY, INC., as Syndication Agents, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2018 Among (April 30th, 2018)

ARTICLE I 6 SECTION 1.01. Certain Defined Terms 6 SECTION 1.02. Computation of Time Periods 19 SECTION 1.03. Accounting Terms 19 SECTION 1.04. Terms Generally 19 ARTICLE II 19 SECTION 2.01. The Advances 19 SECTION 2.02. Making the Advances 20 SECTION 2.03. Fees 21 SECTION 2.04. Optional Termination or Reduction of the Commitments 21 SECTION 2.05. Repayment of Advances 21 SECTION 2.06. Interest on Advances 21 SECTION 2.07. Interest Rate Determination 22 SECTION 2.08. Optional Conversion of Advances 23 SECTION 2.09. Prepayments of Advances 23 SECTION 2.10. Increased Costs 24 SECTION 2.11. Illegality 25 SECTION 2.12. Payments and Comp

American Realty Capital Healthcare Trust II, Inc. – Guaranty Agreement (April 16th, 2018)

THIS GUARANTY AGREEMENT (this "Guaranty") is made as of April 10, 2018, by HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 ("Guarantor") in favor of KeyBank National Association, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, "Lender").

American Realty Capital Healthcare Trust II, Inc. – LOAN AGREEMENT Dated as of April 10, 2018 Between (April 16th, 2018)

THIS LOAN AGREEMENT is made as of April 10, 2018 (this "Agreement"), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 ("Lender") and ARHC HDLANCA01, LLC, ARHC NHCANGA01, LLC, ARHC FMMUNIN03, LLC, ARHC BMLKWCO01, LLC, ARHC ECMCYNC01, LLC, ARHC ECCPTNC01, LLC, ARHC LPELKCA01, LLC, ARHC MMTCTTX01, LLC, ARHC MRMRWGA01, LLC, ARHC OLOLNIL01, LLC, ARHC PPHRNTN01, LLC, ARHC SMERIPA01, LLC, ARHC AMGLNAZ02, LLC, ARHC PHNLXIL01, LLC, ARHC AMGLNAZ01, LLC, ARHC SFSTOGA01, LLC, ARHC VCSTOGA01, LLC, ARHC WLWBYMN01, LLC, ARHC AHPLYWI01, LLC, and ARHC PRPEOAZ03, LLC, each a Delaware limited liability company, and each having its principal place of business at 405 Park Avenue, New York, New York 10022 (individually, collectively, jointly and severally, as the context requires, "Borrower").

Grifols S.A. – ASSET PURCHASE AGREEMENT by and Among HOLOGIC, INC., GRIFOLS DIAGNOSTIC SOLUTIONS INC. And GRIFOLS, S.A. Dated as of December 14, 2016 (April 6th, 2018)

ASSET PURCHASE AGREEMENT, dated as of December 14, 2016 (this Agreement), by and among Hologic, Inc., a Delaware corporation (the Seller), Grifols Diagnostic Solutions Inc., a Delaware corporation (the Buyer), and solely for the purposes of Section 5.16, Grifols, S.A., a company (sociedad anonima) organized under the laws of Spain (Grifols).

Unity Biotechnology, Inc. – UNITY BIOTECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT March 15, 2018 (April 5th, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is dated as of March 15, 2018, and is between Unity Biotechnology, Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A (each, an Investor and collectively, the Investors).

CREDIT AGREEMENT Dated as of March 29, 2018 Among CHURCH & DWIGHT CO., INC., as Borrower, BANK OF AMERICA, N.A., as Lead Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co- Administrative Agent, Syndication Agent and Swing Line Lender, SUNTRUST BANK, as Syndication Agent and Swing Line Lender, BANK OF MONTREAL, DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agents, and THE OTHER LENDERS PARTY HERETO and MERRILL LYNCH, PIERCE, FENNER & SMITH (March 30th, 2018)

This CREDIT AGREEMENT (Agreement) is entered into as of March 29, 2018, among CHURCH & DWIGHT CO., INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and each individually, a Lender), BANK OF AMERICA, N.A., as Lead Administrative Agent, a Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Administrative Agent and a Swing Line Lender and SUNTRUST BANK, as a Swing Line Lender.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BPS804 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 3 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BPS804 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 3 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Unity Biotechnology, Inc. – UNITY BIOTECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT March 15, 2018 (March 23rd, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is dated as of March 15, 2018, and is between Unity Biotechnology, Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A (each, an Investor and collectively, the Investors).

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BGS649 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 2 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BGS649 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 2 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. SUBLICENSE AGREEMENT (March 23rd, 2018)

This SUBLICENSE AGREEMENT (this Agreement), effective as of July 29, 2015 (the Effective Date), is by and between MEREO BIOPHARMA 3 LIMITED, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of MEREO BIOPHARMA GROUP LIMITED, a company incorporated in England and Wales (Mereo), and NOVARTIS PHARMA AG, a Swiss company (Novartis).

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BCT197 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 1 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BCT197 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 1 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

American Realty Capital Trust V, Inc. – Loan Agreement (March 19th, 2018)

LOAN AGREEMENT dated as of December 8 2017 (as the same may be modified, supplemented, amended or otherwise changed, this "Agreement") by and among each of the entities listed on Schedule 1 (each a "Borrower" and collectively together with their respective permitted successors and assigns, "Borrowers"), and SOCIETE GENERALE and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, York (each a "Co-Lender" and collectively, together with their respective successors and/or assigns, "Lender").

American Realty Capital Trust V, Inc. – FORM OF PROPERTY MANAGEMENT AGREEMENT by and Between AMERICAN FINANCE PROPERTIES, LLC and [NAME OF SUBSIDIARY] (March 19th, 2018)
American Realty Capital Trust V, Inc. – Guaranty of Recourse Obligations (March 19th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of December 8, 2017, made by and among AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 106 York Road, Jenkintown, Pennsylvania 19046 ("Guarantor"), in favor of SOCIETE GENERALE, having an address of 245 Park Avenue, New York, New York 10167, and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, having an address of 1285 Avenue of the Americas, New York, New York 10019 (collectively, together with their respective successors and assigns, hereinafter referred to as "Lender").

Smart & Final Stores, Inc. – SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended & Restated 2014 Stock Incentive Plan (March 16th, 2018)

AGREEMENT (this Agreement), dated as of December 8, 2017, between Smart & Final Stores, Inc., a Delaware corporation (the Company and, collectively with its controlled Affiliates, the Employer), and Derek Jones (the Participant).

Smart & Final Stores, Inc. – Amended and Restated Employment Agreement (March 16th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement) is made on December 12, 2017 (the Effective Date), by and between Smart & Final Stores, Inc., a Delaware corporation (the Company), and David G. Hirz (the Executive).

Smart & Final Stores, Inc. – Contract (March 16th, 2018)
Kura Oncology, Inc. – Kura Oncology, Inc. Common Stock Amended and Restated Sales Agreement (March 12th, 2018)
Non-Qualified Stock Option Agreement Pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan (March 9th, 2018)

AGREEMENT ("Agreement"), dated as of [*] between Neiman Marcus Group, Inc., a Delaware corporation (the "Company"), and Geoffroy van Raemdonck (the "Participant").

Non-Qualified Stock Option Agreement Pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan (March 9th, 2018)

This Agreement amends and restates the Time-Vested Option Non-Qualified Stock Option Agreement pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan, dated November 5, 2013 (the "Previous Agreement"), in its entirety. The Committee granted a non-qualified stock option (the "Option") as of November 5, 2013 (the "Grant Date"), pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan (the "Plan"), to purchase 25,099 shares of Class A Common Stock, $0.001 par value per share of the Company (the "Class A Common Stock"), and Class B Common Stock, par value $0.001 per share, of the Company (the "Class B Common Stock," and, together with the Class A Common Stock, the "Common Stock"), set forth below to the Participant, as an Eligible Employee. The Participant has consented to the forfeiture of 16,733 shares of Common Stock underlying the Option for a remaining grant of 8,366 shares of Class A Common Stock and Class B Common Stock underlying the Option.

Employment Agreement (March 9th, 2018)

This Employment Agreement (this "Agreement"), effective as of January 4, 2018 (the "Effective Date"), is by and among Geoffroy van Raemdonck (the "Executive") and The Neiman Marcus Group LLC, a Delaware limited liability company ("NMG").

NEIMAN MARCUS GROUP, INC. Restricted Stock Agreement Pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan (March 9th, 2018)

AGREEMENT ("Agreement"), dated as of [*] (the "Grant Date") between Neiman Marcus Group, Inc., a Delaware corporation (the "Company" and collectively with its Subsidiaries, the "Employer"), and Geoffroy van Raemdonck (the "Participant").

Non-Qualified Stock Option Agreement Pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan (March 9th, 2018)

AGREEMENT ("Agreement"), dated as of [*], between Neiman Marcus, Inc., a Delaware corporation (the "Company"), and Geoffroy van Raemdonck (the "Participant").

Turning Point Brands, Inc. – Amended and Restated Second Lien Credit Agreement (March 8th, 2018)

This Amended and Restated Second Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the "Borrower"), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.

Turning Point Brands, Inc. – First Amendment to the Second Lien Intercreditor Agreement (March 8th, 2018)

This First Amendment to Second Lien Intercreditor Agreement (this "Amendment"), dated March 7, 2018, and entered into by and among Fifth Third Bank, an Ohio banking corporation, as First Lien Collateral Agent (the "First Lien Collateral Agent"), and Prospect Capital Corporation, a Maryland corporation, as Second Lien Collateral Agent (the "Second Lien Collateral Agent"), and acknowledged by Turning Point Brands, Inc., a Delaware corporation (the "Borrower") and the other Grantors (as defined below).

17,751,500 Shares of Common Stock ($0.001 Par Value) Series 1 Warrants to Purchase Up to 13,313,625 Shares of Common Stock Series 2 Warrants to Purchase Up to 7,988,175 Shares of Common Stock SCYNEXIS, Inc. Common Stock EQUITY UNDERWRITING AGREEMENT (March 7th, 2018)
Homology Medicines, Inc. – Amended and Restated Investors Rights Agreement (March 2nd, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of July 28, 2017, by and among Homology Medicines, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto (each, an Investor, and together with any subsequent investors, or transferees, who become parties hereto as Investors in accordance with the terms hereof, the Investors), and, solely for purposes of Section 2 (other than Subsections 2.1 and 2.10), Subsection 4.1 and Section 6 (other than Subsection 6.6), California Institute of Technology (Caltech).

New York REIT, Inc. – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WWP HOLDINGS, LLC a Delaware Limited Liability Company Dated as of October 18, 2017 (March 1st, 2018)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of WWP HOLDINGS, LLC, a Delaware limited liability company (the Company), dated as of October 18, 2017 (the Effective Date), by and between ARC NYWWPJV001, LLC, a Delaware limited liability company (the Owner Member), having an office at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114, as member, WWP JV LLC, a Delaware limited liability company (the Investor Member), having an office at c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, New York 11556, as member, and WWP Sponsor, LLC, a Delaware limited liability company (the Comfort Member), having an office at c/o George Comfort & Sons, Inc., 200 Madison Avenue, New York, New York 10016, as member. The Owner Member, the Comfort Member, and the Investor Member are herein collectively referred to as the Members. The Owner Member and the Investor Member are herein collectively referred to as the Participating Members. Any reference in this Agreement to a Member shal