Massachusetts Sample Contracts

Amendment No. 2 (July 20th, 2018)

THIS AMENDMENT NO. 2 (this "Amendment"), entered into on, and effective as of July 17, 2018 (the "Effective Date"), is made by and among SPARK HOLDCO, LLC ("HoldCo"), a Delaware limited liability company, SPARK ENERGY, LLC ("Spark"), a Texas limited liability company, SPARK ENERGY GAS, LLC ("SEG"), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation ("CenStar"), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company ("Censtar Opco"), OASIS POWER, LLC, a Texas limited liability company ("Oasis"), OASIS POWER HOLDINGS, LLC, a Texas limited liability company ("Oasis Holdings"), ELECTRICITY MAINE, LLC, a Maine limited liability company ("Maine"), ELECTRICITY N.H., LLC, a Maine limited liability company ("NH"), PROVIDER POWER MASS, LLC, a Maine limited liability company ("Mass"), MAJOR ENERGY SERVICES LLC, a New York limited liability company ("Major"), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company ("Electric"), RESPOND POWER

Registration Rights Agreement (July 20th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (Rockwell), each of which is sometimes referred to herein as a Party and collectively as the Parties.

Cys Investments Inc – Two Harbors Investment Corp. And CYS Investments, Inc. Announce Final Exchange Ratio for Proposed Merger (July 20th, 2018)

New York, July 20, 2018 Two Harbors Investment Corp. (NYSE: TWO) (Two Harbors) and CYS Investments, Inc. (NYSE: CYS) (CYS) today announced the final exchange ratio for the previously announced proposed merger between Two Harbors and CYS.

FS Investment Corp III – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 16, 2018 Among JEFFERSON SQUARE FUNDING LLC the Lenders Party Hereto the Collateral Administrator, Collateral Agent and Intermediary Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (July 20th, 2018)

ARTICLE VII EVENTS OF DEFAULT ARTICLE VIII ACCOUNTS; COLLATERAL SECURITY SECTION 8.01. The Accounts; Agreement as to Control 60 SECTION 8.02. Collateral Security; Pledge; Delivery 62 ARTICLE IX THE AGENTS SECTION 9.01. Appointment of Administrative Agent and Collateral Agent 65 SECTION 9.02. Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 68 ARTICLE X MISCELLANEOUS SECTION 10.01. Non-Petition; Limited Recourse 73 SECTION 10.02. Notices 74 SECTION 10.03. No Waiver 74 SECTION 10.04. Expenses; Indemnity; Damage Waiver; Right of Setoff 74 SECTION 10.05. Amendments 75 SECTION 10.06. Successors; Assignments 76 SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc. 78 SECTION 10.08. Interest Rate Limitation 78 SECTION 10.09. PA

April 9, 2018 Laura A. Gasparini (July 20th, 2018)

Per our discussion, effective at the close of business on April 9, 2018 (the "Resignation Date"), you will cease serving as the Vice President, Human Resources, of Skyworks Solutions, Inc. (the "Company") with your resignation from such position effective as of such time. This letter sets out the terms for your employment and compensation after the Resignation Date. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in this letter agreement.

Pebblebrook Hotel Trust Sends Letter to Board of Lasalle Hotel Properties (July 20th, 2018)

BETHESDA, MD, JULY 20, 2018 - Pebblebrook Hotel Trust (NYSE:PEB) ("Pebblebrook") today sent a letter to the Board of Trustees of LaSalle Hotel Properties (NYSE:LHO) ("LaSalle") to reconfirm its proposal for a strategic combination of the two companies, which remains outstanding, request that the LaSalle Board reevaluate our proposal given the current facts and circumstances, and that LaSalle determine it to be "Superior."

Keryx Biopharmaceuticals, Inc. – Loan and Security Agreement (July 20th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of July 18, 2018 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and KERYX BIOPHARMACEUTICALS, INC., a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Supplemental Indenture (July 20th, 2018)

SUPPLEMENTAL INDENTURE dated as of July 9, 2018 (this "Supplemental Indenture") among CLEAN HARBORS, INC., a Massachusetts corporation (the "Issuer" or the "Company"), the Guarantors (as defined in the Indenture referred to below) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the "Trustee") under the Indenture referred to below.

SECOND AMENDMENT TO Credit AGREEMENT (July 20th, 2018)

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of July 19, 2018 (this "Second Amendment"), is entered into by and among CLEAN HARBORS, INC., a Massachusetts corporation (the "U.S. Borrower"), CLEAN HARBORS INDUSTRIAL SERVICES CANADA, INC., an Alberta corporation (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers"), the other Loan Parties party hereto, certain of the Lenders party hereto which constitute the "Required Lenders", and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, the "Agent").

Contract (July 20th, 2018)

INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT, dated as of July 19, 2018 (this "Amendment"), is made and entered into by and among Clean Harbors, Inc., a Massachusetts corporation (the "Borrower"), each of the entities listed as an Incremental Lender on the signature pages hereto (each, an "Incremental Lender" and, collectively, the "Incremental Lenders"), Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent (in such capacity, the "Agent") and the other Loan Parties as of the date hereof.

Registration Rights Agreement (July 19th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (Rockwell), each of which is sometimes referred to herein as a Party and collectively as the Parties.

Citigroup Commercial Mortgage Trust 2018-C5 – Contract (July 19th, 2018)
Sunoco Logistics Partners Lp – ENERGY TRANSFER PARTNERS, L.P. 16,000,000 7.625% Series D Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (July 19th, 2018)
Cyberspace Vita, Inc. – Subscription Agreement (July 19th, 2018)

This Subscription Agreement (this "Agreement") is being delivered to the purchaser identified on the signature page to this Agreement (the "Subscriber") in connection with its investment in Green Spirit Industries Inc., a Nevada corporation (the "Company"). The Company is conducting a private placement (the "Offering") of up to Two Million Dollars ($2,000,000) (the "Maximum Offering") of the Company's shares of common stock, par value $0.001 per share (each a "Share" and collectively, the "Securities"). Each Share has a purchase price of $2.50 per Share. The Company's ticker symbol on the OTCPink Market is "GSRX."

Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AGREEMENT AND PLAN OF MERGER by and Among PTC THERAPEUTICS, INC., AGILITY MERGER SUB, INC., AGILIS BIOTHERAPEUTICS, INC., And, SOLELY IN ITS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of July 19, 2018 (July 19th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of July 19, 2018, by and among: PTC THERAPEUTICS, INC., a Delaware corporation (the Buyer); AGILITY MERGER SUB, INC., a Delaware corporation and a wholly owned, indirect subsidiary of the Buyer (the Transitory Subsidiary); AGILIS BIOTHERAPEUTICS, INC., a Delaware corporation (the Company); and, solely in such Persons capacity as the representative, agent and attorney-in-fact of the Company Equityholders, Shareholder Representative Services LLC, a Colorado limited liability company (the Company Equityholder Representative).

Morgan Stanley Capital I Trust 2018-H3 – DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION, Depositor, Wells Fargo BANK, NATIONAL ASSOCIATION, Master Servicer, CWCAPITAL ASSET MANAGEMENT LLC, Special Servicer, Wilmington Trust, NATIONAL ASSOCIATION, Trustee, WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC, Operating Advisor and Asset Representations Reviewer POOLING AND SERVICING AGREEMENT Dated as of July 1, 2018 Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 (July 19th, 2018)

Pooling and Servicing Agreement, dated as of July 1, 2018, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer.

RREEF Property Trust, Inc. – Second Amendment to Agreement of Purchase and Sale (July 18th, 2018)

This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is made and entered into as of June 18, 2018, by and between THE REALTY ASSOCIATES FUND VIII, L.P., a Delaware limited partnership (the "Seller"), and RREEF AMERICA L.L.C., a Delaware limited liability company (the "Purchaser").

RREEF Property Trust, Inc. – First Amendment to Agreement of Purchase and Sale (July 18th, 2018)

This FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is made and entered into as of June 11, 2018, by and between THE REALTY ASSOCIATES FUND VIII, L.P., a Delaware limited partnership (the "Seller"), and RREEF AMERICA L.L.C., a Delaware limited liability company (the "Purchaser").

Amended and Restated Ex-Us Commercialization Agreement (July 18th, 2018)

WHEREAS, FMI has certain products that it currently commercializes, and additional products that it would like to commercialize in the future, either by itself or through a collaborator;

RREEF Property Trust, Inc. – Agreement of Purchase and Sale (July 18th, 2018)

THIS AGREEMENT OF PURCHASE AND SALE (the "Agreement") is made and entered into as of the 1st day of June, 2018, by and between THE REALTY ASSOCIATES FUND VIII, L.P., a Delaware limited partnership (the "Seller"), whose principal place of business is located at c/o TA Realty, 28 State Street, 10th Floor, Boston, Massachusetts 02109, and RREEF AMERICA L.L.C., a Delaware limited liability company, or its permitted assigns ("Purchaser"), whose principal place of business is located at 345 Park Avenue, Floor 24, New York, New York 10154-0102.

Aridis Pharmaceuticals, Inc. – The BRIGHAM AND WOMENS HOSPITAL, INC. EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: 107605.05 BWH Case Nos: 10706, 11049 (July 18th, 2018)

This License Agreement (Agreement) is made as of the tenth day of November, 2010 (Effective Date), by and between Aridis Pharmaceuticals, LLC, a California corporation, having an office at 5941 Optical Court, San Jose, CA 95138 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

RREEF Property Trust, Inc. – Third Amendment to Agreement of Purchase and Sale (July 18th, 2018)

This THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is made and entered into as of June 25, 2018, by and between THE REALTY ASSOCIATES FUND VIII, L.P., a Delaware limited partnership (the "Seller"), and RREEF AMERICA L.L.C., a Delaware limited liability company (the "Purchaser").

Aridis Pharmaceuticals, Inc. – The BRIGHAM AND WOMENS HOSPITAL, INC. FIRST AMENDMENT to EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: 107605.06 BWH Case Nos: 10706, 11049 (July 18th, 2018)

This First Amendment to the License Agreement (as defined below) (First Amendment) is made as of the eighteenth day of February, 2016 (First Amendment Effective Date), by and between Aridis Pharmaceuticals, Inc, a Delaware corporation, having an office at 5941 Optical Court, San Jose, CA 95138 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

Replimune Group, Inc. – Master Clinical Trial Collaboration and Supply Agreement (July 17th, 2018)

This MASTER CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this Agreement), made as of May 29, 2018 (the Effective Date), is by and between Regeneron Pharmaceuticals, Inc., having a place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591 (Regeneron), and Replimune Group Inc. having a place of business at 18 Commerce Way, Woburn MA 01801 (Replimune). Regeneron and Replimune are each referred to herein individually as a Party and collectively as the Parties.

Spero Therapeutics, Inc. – Spero Therapeutics, Inc. Certificate of Designation of Preferences, Rights and Limitations of Series a Convertible Preferred Stock Pursuant to Section 151 of the Delaware General Corporation Law (July 17th, 2018)
RedStone Literary Agents, Inc. – Contract (July 17th, 2018)

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

RedStone Literary Agents, Inc. – Contract (July 17th, 2018)

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Clearsign Combustion Corporatio – Stock Purchase Agreement (July 17th, 2018)

This Stock Purchase Agreement ("Agreement") is made as of July 12, 2018 (the "Effective Date"), by and between ClearSign Combustion Corporation, a Washington corporation (the "Company"), and CLIRSPV, LLC, a Delaware limited liability company (the "Purchaser").

Stratean Inc. – Securities Purchase Agreement (July 17th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 2, 2018, by and between CleanSpark, Inc., a Nevada corporation, with headquarters located at 70 North Main Street, Suite 105, Bountiful, UT 84010 (the "Company"), and Auctus Fund, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the "Buyer").

Bank 2018-Bnk12 – Contract (July 17th, 2018)
Stratean Inc. – Principal Amount: $550,000.00 Issue Date: July 2, 2018 Purchase Price: $550,000.00 CONVERTIBLE PROMISSORY NOTE (July 17th, 2018)

FOR VALUE RECEIVED, CLEANSPARK, INC., a Nevada corporation (hereinafter called the "Borrower" or "Company"), hereby promises to pay to the order of Auctus Fund, LLC, a Delaware limited liability company, or registered assigns (the "Holder") the sum of up to US$550,000.00, together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The consideration to the Borrower for this Note is up to $550,000.00 (the "Consideration"). The Holder shall pay $225,000.00 of the Consideration (the "First Tranche") within a reasonable amount of time of the full execution of the transactional documents related to this Note. At the closing of the First Tranche, the outstanding principal amount under this Note shall be $225,000.00, consisting of

MP Acquisition I Corp. – Subscription Agreement (July 16th, 2018)

This Subscription Agreement (this "Subscription Agreement"), dated as of July 13, 2018, is made and entered into by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the "Company"), and the undersigned Investor ("Investor"). Capitalized terms used but not otherwise defined in this Subscription Agreement have the respective meanings given to them in the Merger and Contribution Agreement (as defined below).

MP Acquisition I Corp. – Subscription Agreement (July 16th, 2018)

This Subscription Agreement (this "Subscription Agreement"), dated as of July 13, 2018, is made and entered into by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the "Company"), and the undersigned Investor ("Investor"). Capitalized terms used but not otherwise defined in this Subscription Agreement have the respective meanings given to them in the Merger and Contribution Agreement (as defined below).

Aveo Pharmaceuticals – WARRANT AGREEMENT AMONG AVEO PHARMACEUTICALS, INC. AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS WARRANT AGENT July 16, 2018 (July 16th, 2018)

This WARRANT AGREEMENT (this Agreement), dated as of July 16, 2018 among AVEO Pharmaceuticals, Inc., a Delaware corporation (the Company) and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (acting together, the Warrant Agent or individually, Computershare and the Trust Company, respectively).

Plymouth Industrial REIT Inc. – Loan Agreement (July 16th, 2018)

THIS LOAN AGREEMENT (the "Agreement") is made as of this 10th day of July, 2018 (the "Effective Date"), by and between Transamerica Life Insurance Company, an Iowa corporation having an office c/o AEGON USA Realty Advisors, LLC, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443 (together with its successors and assigns, the "Lender"), and Plymouth MWG 13040 South Pulaski LLC, Plymouth MWG 11601 South Central LLC, Plymouth MWG 6000 West 73rd LLC, Plymouth MWG 6510 West 73rd LLC, Plymouth MWG 6558 West 73rd LLC, Plymouth MWG 6751 South Sayre LLC, Plymouth MWG 7200 South Mason LLC, Plymouth MWG 1445 Greenleaf LLC, Plymouth MWG 1796 Sherwin LLC, Plymouth 3 West College LLC, Plymouth 1600 Fleetwood LLC, Plymouth South McLean LLC, Plymouth MWG 28160 North Keith LLC, Plymouth MWG 13970 West Laurel LLC, Plymouth MWG 3841 Swanson LLC, Plymouth MWG 525 West Marquette LLC, Plymouth MWG 5110 South 6th LLC, and Plymouth MWG 1750 South Lincoln LLC, each a limited liability company organized un