Connecticut Sample Contracts

Agreement to Terminate Earnout Payments (January 16th, 2018)

This Agreement to Terminate Earnout Payments (the "Agreement") amends the Membership Interest and Stock Purchase Agreement dated as of May 5, 2017 (the "Purchase Agreement"), and is entered into as of January 12, 2018 by and among CenStar Energy Corp., a New York corporation ("Buyer"), Spark Energy, Inc., a Delaware corporation, as Guarantor ("Guarantor"), Woden Holdings, LLC (fka Verde Energy USA Holdings, LLC), a Delaware limited liability company ("Seller"), Verde Energy USA, Inc., a Delaware corporation, and, only for purposes of Sections 4 and 9 hereof, Thomas FitzGerald ("FitzGerald"), an individual residing in the State of Texas, and Anthony Menchaca ("Menchaca" and, together with FitzGerald, the "Executives"), an individual residing in the State of Connecticut.

Cooperation Agreement (January 16th, 2018)

This COOPERATION AGREEMENT (the "Agreement"), dated as of January 15, 2018 is made and entered into by The Chefs' Warehouse, Inc., a Delaware corporation (the "Company") and Legion Partners Asset Management, LLC, a Delaware limited liability company ("Legion Partners") and each of the other persons set forth on Exhibit A hereto (collectively with Legion Partners and together with any other Affiliates of Legion Partners who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the "Investor Group" and each individually, an "Investor").

Chicken Soup for the Soul Entertainment, Inc. – Consulting Agreement (January 16th, 2018)

CONSULTING AGREEMENT ("Agreement"), dated as of November 3, 2017 (the "Effective Date"), by and between THREE BRIDGES CONSULTING LLC ("Consultant"), having an address at 294 Riversville Road, Greenwich, CT 06831, and SCREEN MEDIA VENTURES, LLC (the "Company"), a Delaware limited liability company and subsidiary of Chicken Soup for the Soul Entertainment, Inc. ("Parent"), having an address at 132 E. Putnam Avenue, Cos Cob, Connecticut 06807.

Altice USA, Inc. – FIFTH AMENDMENT TO CREDIT AGREEMENT (Incremental Loan Assumption Agreement) (January 16th, 2018)

This FIFTH AMENDMENT, dated as of January 12, 2018 (this Amendment), is made by and among CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as borrower (the Borrower), each of the other Loan Parties signatory hereto, JPMorgan Chase Bank, N.A., as additional lender (together with any other financial institution that signs this Amendment as an additional lender, the Additional Lenders and each, an Additional Lender), the other several banks and financial institution parties hereto as Lenders and JPMorgan Chase Bank, N.A. as administrative agent (the Administrative Agent) for the Lenders. Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).

The Providence Service Corporation – Amended & Restated Employment Agreement (January 16th, 2018)

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of this 9th day of January, 2018 (the "Effective Date") by and between The Providence Service Corporation, a Delaware corporation, with its corporate headquarters located at 700 Canal Street, Third Floor, Stamford, Connecticut 06902, its successors and assigns (the "Company"), and Sophia Tawil, an individual currently residing at [ ] ("Employee").

The Providence Service Corporation – Amended & Restated Employment Agreement (January 16th, 2018)

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of this 9th day of January, 2018 (the "Effective Date") by and between The Providence Service Corporation, a Delaware corporation, with its corporate headquarters located at 700 Canal Street, Third Floor, Stamford, Connecticut 06902, its successors and assigns (the "Company"), and David Shackelton, an individual currently residing at [ ] ("Employee").

GrowGeneration Corp. – Form of Warrant to Purchase Common Stock (January 12th, 2018)

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Cactus, Inc. – Form of Registration Rights Agreement (January 12th, 2018)

This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of , 2018, and is between Cactus, Inc., a Delaware corporation (PubCo), Cadent (as defined below), HoldCo (as defined below) and Lee Boquet. Such holders of Registrable Securities party hereto are collectively referred to herein as the Securityholders.

AGREEMENT AND PLAN OF MERGER Dated as of January 11, 2018 Among DST SYSTEMS, INC. SS&C TECHNOLOGIES HOLDINGS, INC. And DIAMOND MERGER SUB, INC. (January 11th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2018, among DST Systems, Inc., a Delaware corporation (the "Company"), SS&C Technologies Holdings, Inc., a Delaware corporation ("Parent"), and Diamond Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub").

Contract (January 11th, 2018)

This FIRST AMENDMENT, dated as of January 10, 2018 (this Amendment Agreement), to that certain Credit Agreement, dated as of December 16, 2015 (the Existing Credit Agreement), among Hubbell Incorporated, a Connecticut corporation (the Company), Hubbell Power Holdings S.a r.l., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (HPH), and Harvey Hubbell Holdings S.a r.l., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (HHH and together with HPH, the Subsidiary Borrowers; the Subsidiary Borrowers, together with the Company, the Loan Parties), each lender from time to time party thereto, each issuing bank from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent). Unless otherwise defined herein, terms defined in the Amended Credit Agreement (as defined below) and used herein shall have the meanings given to them in the Am

SS&C Technologies Holdings – AGREEMENT AND PLAN OF MERGER Dated as of January 11, 2018 Among DST SYSTEMS, INC. SS&C TECHNOLOGIES HOLDINGS, INC. And DIAMOND MERGER SUB, INC. (January 11th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2018, among DST Systems, Inc., a Delaware corporation (the "Company"), SS&C Technologies Holdings, Inc., a Delaware corporation ("Parent"), and Diamond Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub").

Gladstone Land Corporation – DEALER MANAGER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock Primary Offering $25.00 500,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock Dividend Reinvestment Plan $25.00 (January 10th, 2018)

Gladstone Land Corporation, a Maryland corporation (the Company), is offering an aggregate of 6,500,000 shares of its 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the Shares), for sale to the public (the Offering), of which 6,000,000 Shares are intended to be offered pursuant to the primary offering and 500,000 Shares are intended to be offered pursuant to the Companys dividend reinvestment plan (the DRIP) to those holders of Shares who elect to participate in such DRIP. The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold pursuant to the primary offering and the DRIP for a cash price of $25.00 per Share. The redemption price per Share will be equal to $23.50 in cash and will be subject to an annual limit of 5.00% of the total aggregate sale price of Shares sold from January through No

Cempra Inc. – FACILITY AGREEMENT Dated as of January 5, 2018 by and Among Melinta Therapeutics, Inc., as the Borrower, the Other Loan Parties Party Hereto From Time to Time, the Lenders and Cortland Capital Market Services LLC, as Agent for Itself and the Lenders (January 10th, 2018)

FACILITY AGREEMENT (this Agreement), dated as of January 5, 2018, by and among Melinta Therapeutics, Inc., a Delaware corporation (the Borrower), the other Loan Parties (as defined below) party hereto from time to time, the lenders set forth on the signature page of this Agreement (together with their successors and permitted assigns, the Lenders), Cortland Capital Market Services LLC, a Delaware limited liability company (Cortland), as agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, Agent, and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the Parties).

Cempra Inc. – Registration Rights Agreement (January 9th, 2018)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 5, 2018, by and among Melinta Therapeutics, Inc., a Delaware corporation (the Company), and Deerfield Private Design Fund IV, L.P., Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P. (each individually, a Lender and together, the Lenders).

Cempra Inc. – Securities Purchase Agreement (January 9th, 2018)

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of January 5, 2018, is by and among Melinta Therapeutics, Inc., a Delaware corporation (the Company), and the investors listed on Schedule I hereto (individually, a Buyer and, collectively, the Buyers). The Company and the Buyers shall be collectively referred to herein as the Parties and each, a Party). Capitalized terms used in this Agreement (including any provision incorporated by reference in this Agreement), but not otherwise defined herein, shall have the meanings ascribed to them in the Facility Agreement (as defined below).

Cempra Inc. – Royalty Agreement (January 9th, 2018)

This ROYALTY AGREEMENT (this Agreement), dated January 5, 2018, is made by and between Deerfield Private Design Fund IV, L.P. (DPDF IV), Deerfield Private Design Fund III, L.P. (DPDF III), Deerfield Special Situations Fund, L.P. (DSS and, collectively with DPDF IV and DPDF III, the Initial Royalty Holders and, together with any transferees or assignees thereof, the Royalty Holders and each, a Royalty Holder) and Melinta Therapeutics, Inc., a Delaware corporation (the Borrower and, together with the Royalty Holders, collectively, the Parties and each, a Party).

Cempra Inc. – FACILITY AGREEMENT Dated as of January 5, 2018 by and Among Melinta Therapeutics, Inc., as the Borrower, the Other Loan Parties Party Hereto From Time to Time, the Lenders and Cortland Capital Market Services LLC, as Agent for Itself and the Lenders (January 9th, 2018)

FACILITY AGREEMENT (this Agreement), dated as of January 5, 2018, by and among Melinta Therapeutics, Inc., a Delaware corporation (the Borrower), the other Loan Parties (as defined below) party hereto from time to time, the lenders set forth on the signature page of this Agreement (together with their successors and permitted assigns, the Lenders), Cortland Capital Market Services LLC, a Delaware limited liability company (Cortland), as agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, Agent, and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the Parties).

Cempra Inc. – Registration Rights Agreement (January 9th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of January 5, 2018 (this Agreement), is made between Melinta Therapeutics, Inc., a Delaware corporation (the Company) and The Medicines Company, a Delaware Corporation (the Shareholder).

SEPARATION AGREEMENT AND GENERAL RELEASE of Claims (January 9th, 2018)

FactSet Research Systems Inc. ("the Company") and I, Mark Hale ("Employee"), have entered into this Separation Agreement and General Release of Claims ("Agreement") to settle all known and unknown claims I might have against Company and all related parties. Except to the extent governed by federal law, this Agreement shall be governed by the statutes and common law of Connecticut, excluding any that mandate the use of another jurisdiction's laws.

Giggles N' Hugs, Inc. – Form of Dealer-Manager Agreement (January 9th, 2018)
Orthopediatrics Corp – FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF DECEMBER 31, 2017 by and Among SQUADRON CAPITAL LLC as Lender, ORTHOPEDIATRICS CORP., ORTHOPEDIATRICS US DISTRIBUTION CORP., ORTHOPEDIATRICS EU LIMITED, ORTHOPEDIATRICS AUS PTY LTD, and ORTHOPEDIATRICS NZ LTD as Borrowers (January 8th, 2018)
US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.

Registration Rights Agreement (January 4th, 2018)

This Registration Rights Agreement ("Agreement"), dated as of September 22, 2017, is made by and between CONSORTEUM HOLDINGS, INC., a Nevada corporation ("Company"), and OSCALETA PARTNERS LLC, a Connecticut limited liability company (the "Investor").

EQUITY PURCHASE AGREEMENT BY AND BETWEEN CONSORTEUM HOLDINGS, INC. AND OSCALETA PARTNERS LLC Dated as of September 22, 2017 (January 4th, 2018)

THIS EQUITY PURCHASE AGREEMENT entered into as of the 22nd day of September, 2017 (this "AGREEMENT"), by and between OSCALETA PARTNERS LLC, a Connecticut limited liability company ("INVESTOR"), and CONSORTEUM HOLDINGS, INC., a Nevada corporation (the "COMPANY").

UBS Commercial Mortgage Trust 2017-C6 – Contract (January 3rd, 2018)
Harvard Apparatus Regenerative Technology, Inc. – Securities Purchase Agreement (January 3rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of December 29, 2017, between Biostage, Inc., a Delaware corporation (the "Company"), and Connecticut Children's Medical Center (the "Purchaser").

UBS Commercial Mortgage Trust 2017-C5 – Contract (January 3rd, 2018)
Commercial Metals Company – STOCK AND ASSET PURCHASE AGREEMENT by and Among GNA FINANCING INC., GERDAU AMERISTEEL US INC., GERDAU AMERISTEEL SAYREVILLE INC., GERDAU AMERISTEEL WC, INC., CMC STEEL FABRICATORS, INC., CMC STEEL US, LLC and COMMERCIAL METALS COMPANY DATED DECEMBER 29, 2017 (January 2nd, 2018)

This Stock and Asset Purchase Agreement (this Agreement) is made and entered into this 29th day of December, 2017, by and among GNA Financing Inc., a Delaware corporation (Seller), Gerdau Ameristeel US Inc., a Florida corporation (Selling Subsidiary 1), Gerdau Ameristeel Sayreville Inc., a Delaware corporation (Selling Subsidiary 2), Gerdau Ameristeel WC, Inc., a Delaware corporation (Selling Subsidiary 3 and, together with Selling Subsidiary 1 and Selling Subsidiary 2, the Selling Subsidiaries), CMC Steel Fabricators, Inc., a Texas corporation (Equity Purchaser), CMC Steel US, LLC, a Delaware limited liability company (GP/Asset Purchaser and together with Equity Purchaser, Purchasers and each a Purchaser), and Commercial Metals Company, a Delaware corporation (Guarantor). Seller, the Selling Subsidiaries, Purchasers and Guarantor are herein referred to individually as a Party and collectively as the Parties.

Amended and Restated Employment Agreement (December 29th, 2017)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement) is entered into as of January 1, 2018 (the Effective Date), between Margo Heath-Chiozzi, M.D. (the Executive) and CELLDEX THERAPEUTICS, INC., a Delaware corporation (the Company) (collectively, the Executive and the Company shall be referred to as the Parties).

Separation Agreement (December 29th, 2017)

It is hereby agreed by and between Stephen Johnson, an individual residing at ______________________ ("Employee") and FC Global Realty Incorporated, a Nevada corporation with its principle place of business at 410 Park Avenue, 14th Floor, New York, NY 10022 (the "Company"), by its authorized representative, that:

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."

Separation Agreement (December 29th, 2017)

It is hereby agreed by and between Suneet Singal, an individual residing at ____________________________ ("Employee") and FC Global Realty Incorporated, a Nevada corporation with its principle place of business at 410 Park Avenue, 14th Floor, New York, NY 10022 (the "Company"), by its authorized representative, that:

Second Amended and Restated Employment Agreement (December 29th, 2017)

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement) is entered into on January 1, 2018 (the Effective Date), between Elizabeth Crowley (the Executive) and CELLDEX THERAPEUTICS, INC., a Delaware corporation (the Company) (collectively, the Executive and the Company shall be referred to as the Parties).

Stock Grant Agreement (December 29th, 2017)

STOCK GRANT AGREEMENT, dated as of December 22, 2017 (the "Agreement"), among FC Global Realty Incorporated, a Nevada corporation formerly known as Photomedex, Inc. (the "Company"), and Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (each a "Note Holder," and collectively, the "Note Holders"). The Company and the Note Holders are sometimes individually referred to in this Agreement as a "Party" and, collectively, as the "Parties." Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed to them in the Contribution Agreement (as defined below).