Illinois Sample Contracts

Premier Holding Corp. – Membership Interest Exchange and Contribution Agreement (February 20th, 2019)

THIS SHARE EXCHANGE AGREEMENT, dated as of the 23 day of March, 2018 (the "Agreement"), by and among AOTS 42, a Delaware corporation (the "Company"). THE POWER COMPANY USA, LLC, an Illinois limited liability company ("TPC"), AMERICAN ILLUMINATING COMPANY. LLC, a Connecticut limited liability company ("AIC"), and Premier Holding Corporation, the sole member of TPC and AIC ("PRHL") each of whom has executed a counterpart signature page to this Agreement. The Company, TPC, AIC and PRHL are individually referred to herein as a "Party" and collectively as the "Parties."

Separation and Release of Claims Agreement (February 20th, 2019)

THIS SEPARATION AND RELEASE OF CLAIMS AGREEMENT (this "Agreement") is entered into by and between Peter C. Mitchell ("Employee" or "You") and Coeur Mining, Inc. ("Company").

Second Amendment to Credit Agreement (February 20th, 2019)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made and entered into as of December 5, 2018, by and among ITT HOLDINGS LLC, a Delaware limited liability company (the "US Borrower") and a wholly-owned direct Subsidiary of IMTT HOLDINGS LLC, IMTT-QUEBEC INC., a Canadian corporation, and IMTT-NTL, LTD., a Canadian corporation (together with IMTT-QUEBEC INC., each a "Canadian Borrower" and collectively, the "Canadian Borrowers", and together with the US Borrower, the "Borrowers"), the Guarantors party hereto, some or all of the lenders identified on the signature pages hereto as "Existing Lenders" or "Existing Canadian Lenders" (collectively, the "Existing Lenders"), each lender identified on the signature page hereto as a "New Lender" (collectively, the "New Lenders", and together with the Existing Lenders, the "Lenders") and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent").

Grand Canyon Education – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 22, 2019 Among GRAND CANYON EDUCATION, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner (February 20th, 2019)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 22, 2019 among GRAND CANYON EDUCATION, INC., a Delaware corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

AzurRx BioPharma, Inc. – Note Purchase Agreement (February 20th, 2019)

This Note Purchase Agreement (this "Agreement") is dated as of February 14, 2019, between AzurRx BioPharma, Inc., a Delaware corporation (the "Company"), and ADEC Private Equity Investments, LLC, a Delaware limited liability company (the "Purchaser").

Anthem Inc. – BLUE CROSS LICENSE AGREEMENT (Includes Revisions, if Any, Adopted by Member Plans Through Their September 27, 2018 Meeting) (February 20th, 2019)

WHEREAS, the Plan and/or its predecessor(s) in interest (collectively the "Plan") had the right to use the BLUE CROSS and BLUE CROSS Design service marks (collectively the "Licensed Marks") for health care plans in its service area, which was essentially local in nature;

Anthem Inc. – BLUE SHIELD LICENSE AGREEMENT (Includes Revisions, if Any, Adopted by Member Plans Through Their September 27, 2018 Meeting) (February 20th, 2019)

WHEREAS, the Plan and/or its predecessor(s) in interest (collectively the "Plan") had the right to use the BLUE SHIELD and BLUE SHIELD Design service marks (collectively the "Licensed Marks") for health care plans in its service area, which was essentially local in nature;

Professional Services Agreement (February 20th, 2019)

This PROFESSIONAL SERVICES AGREEMENT ("Agreement"), entered into as of the 31st day of December, 2018 and effective January 1, 2019 (the "Effective Date"), is between Coeur Mining, Inc., a Delaware corporation ("Coeur"), whose mailing address is 104 S. Michigan Ave., Ste. 900, Chicago, Illinois 60603, and Peter C. Mitchell ("Consultant") whose address is 2550 N. Lakeview, # N1204, Chicago, IL 60614.

AzurRx BioPharma, Inc. – Registration Rights Agreement (February 20th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 14, 2019, is entered into by and between AzurRx BioPharma, Inc., a Delaware corporation (the "Company"), and ADEC Private Equity Investments, LLC, a Delaware limited liability company (together with its permitted assigns, the "Purchaser").

First Amendment to Fifth Amended and Restated Credit Agreement (February 20th, 2019)

THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 13, 2019 (this "Agreement"), is made by and among AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, a Maryland limited partnership (the "Borrower"), AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation (the "Guarantor"), KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the "Administrative Agent"), and each of the lenders from time to time party to the Credit Agreement (as defined below) (the "Lenders").

Green Plains Partners LP – Contract (February 20th, 2019)
Contract (February 20th, 2019)
Contract (February 20th, 2019)
Advance Auto Parts, Inc. Special Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

THIS CERTIFIES THAT Advance Auto Parts, Inc. (the "Company") has on the Grant Date specified below granted to Reuben E. Slone (the "Participant") an award of Performance-based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares of Advance Auto Parts, Inc. common stock, $.0001 par value per share ("Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

2018 Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

This certifies that Advance Auto Parts, Inc. (the "Company") has granted to <Participant Name> (the "Participant") an award of Performance-Based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ( "Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and on the terms and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

2017 Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

This certifies that Advance Auto Parts, Inc. (the "Company") has granted to <Participant Name> (the "Participant") an award of Performance-Based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ( "Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and on the terms and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

Retirement and Consulting Agreement (February 19th, 2019)

This RETIREMENT AND CONSULTING AGREEMENT (this Agreement) is entered into as of February 16, 2019, by and among Selim A. Bassoul, an individual (Bassoul), The Middleby Corporation, a Delaware corporation (the Company), and Middleby Marshall Inc., a Delaware corporation, (MMI, together with Company and Bassoul, the Parties).

Retirement Agreement and General Release (February 19th, 2019)
Recro Pharma, Inc. – Registration Rights Agreement (February 19th, 2019)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 19, 2019, by and between RECRO PHARMA, INC., a Pennsylvania corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Supplemental Indenture (February 19th, 2019)

THIS SUPPLEMENTAL INDENTURE, dated as of February 7, 2019, between COMMONWEALTH EDISON COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company") having an address at 440 South LaSalle Street, Suite 3300, Chicago, Illinois 60605, party of the first part, BNY MELLON TRUST COMPANY OF ILLINOIS (formerly known as BNY Midwest Trust Company), a trust company organized and existing under the laws of the State of Illinois having an address at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602, and D.G. DONOVAN, an individual having an address at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602, as Trustee and Co-Trustee, respectively, under the Mortgage of the Company dated July 1, 1923, as amended and supplemented by Supplemental Indenture dated August 1, 1944 and the subsequent supplemental indentures hereinafter mentioned, parties of the second part (said Trustee being hereinafter called the "Trustee", the Trust

Contract (February 19th, 2019)
American Water Works – Contract (February 19th, 2019)
Contract (February 19th, 2019)
Cosmos Holdings Inc. – Contract (February 19th, 2019)
Donnelley Financial Solutions, Inc. – Contract (February 19th, 2019)
American Water Works – Contract (February 19th, 2019)
Recro Pharma, Inc. – Contract (February 19th, 2019)
Contract (February 19th, 2019)
XCel Brands, Inc. – Second Amended and Restated Loan and Security Agreement (February 15th, 2019)

This Second Amended and Restated Loan and Security Agreement is made as of February 11, 2019 by and among XCEL BRANDS, INC., a Delaware corporation ("Initial Borrower" and together with each Person who hereafter becomes a Borrower, collectively, "Borrowers"), each other Credit Party executing or becoming a party to this Agreement, the financial institutions from time to time party to this Agreement (collectively, "Lenders" and individually, each a "Lender") and BANK HAPOALIM B.M. ("BHI") as collateral and administrative agent for Lenders (BHI in such capacity "Agent").

DOVER CORPORATION SENIOR EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN (As Amended and Restated Effective November 1, 2018) Introduction (February 15th, 2019)

This Dover Corporation Senior Executive Change-in-Control Severance Plan (the "Plan") sets forth the policy of Dover Corporation, a Delaware corporation ("Dover"), and each of its Subsidiaries (as defined in Article 14) which employs an "Eligible Executive" (as defined in Article 1) with respect to "Severance Payments" (as defined in Article 5) payable to an Eligible Executive under the Plan (Dover and such Subsidiaries are collectively referred to as the "Company"). This Senior Executive Change-in-Control Severance Plan constitutes the plan document and summary plan description for the Plan.

Inland Real Estate Income Trust, Inc. – Amended and Restated Business Management Agreement (February 15th, 2019)

THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this "Agreement"), dated as of February 11, 2019, is entered into by and between Inland Real Estate Income Trust, Inc., a Maryland corporation (the "Company"), and IREIT Business Manager & Advisor Inc., an Illinois corporation (the "Business Manager").

DOVER CORPORATION EXECUTIVE SEVERANCE PLAN (As Amended and Restated Effective November 1, 2018) Introduction (February 15th, 2019)

This Dover Corporation Executive Severance Plan (the "Plan") sets forth the policy of Dover Corporation, a Delaware corporation ("Dover"), and each of its Subsidiaries (as defined in Article 13) which employs an "Eligible Executive" (as defined in Article 1) with respect to "Severance Payments" (as defined in Article 5) payable to an Eligible Executive under the Plan. (Dover and such Subsidiaries are collectively referred to as the "Company".) This Executive Severance Plan constitutes the plan document and summary plan description for the Plan.

SUPPLEMENTAL RETIREMENT INCOME PLAN (As Amended and Restated Effective October 19, 2018) (February 15th, 2019)
CTS Corporation – Amended and Restated Credit Agreement Dated as of February 12, 2019 Among Cts Corporation, and Cts International B.V., as Borrowers, (February 15th, 2019)

This Amended and Restated Credit Agreement is entered into as of February 12, 2019, by and among CTS Corporation, an Indiana corporation (the "Company"), CTS International B.V., a private company with limited liability (a besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its statutory seat (statutaire zetal) in Amsterdam, the Netherlands and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34127542 ("CTS BV" and together with the Company individually, a "Borrower" and collectively, the "Borrowers"), the direct and indirect Subsidiaries of the Company from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, BMO Harris Bank N.A., as L/C Issuer, 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 t

Supplemental Indenture No. 15 by and Between Welltower Inc. And the Bank of New York Mellon Trust Company, N.A. As of February 15, 2019 Supplemental to the Indenture Dated as of March 15, 2010 Welltower Inc. 3.625% Notes Due 2024 4.125% Notes Due 2029 (February 15th, 2019)