Massachusetts Sample Contracts

Medical Transcription Billing, Corp – Joinder and First Loan Modification Agreement (September 20th, 2018)

This Joinder and First Loan Modification Agreement (this "Agreement") is entered into as of September 20, 2018, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 ("Bank"), (b) MEDICAL TRANSCRIPTION BILLING, CORP., a Delaware corporation with its principal place of business at 7 Clyde Road, Somerset, New Jersey 08873 ("Parent Borrower"), and MTBC ACQUISITION, CORP., a Delaware corporation with its principal place of business at 7 Clyde Road, Somerset, New Jersey 08873 ("Acquisition" and, together with Parent Borrower, jointly and severally, individually and collectively, "Existing Borrower), and (c) MTBC HEALTH, INC., a Delaware corporation with its principal place of business at 7 Clyde Road, Somerset, New Jersey 08873 ("Health"), and MTBC PRACTICE MANAGEMENT, INC., a Delaware corpo

Entasis Therapeutics Ltd – Employment Agreement (September 18th, 2018)

This EMPLOYMENT AGREEMENT (this Agreement) is entered into as of , 2018, by and between Robin Isaacs (Executive) and Entasis Therapeutics Holdings Inc. (the Company), and which shall become effective upon the effectiveness of the registration statement for the Companys initial public offering (the Effective Date).

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Niocorp Developments Ltd – Niocorp Developments Ltd. Unit Subscription Agreement (September 18th, 2018)
Entasis Therapeutics Ltd – Employment Agreement (September 18th, 2018)

This EMPLOYMENT AGREEMENT (this Agreement) is entered into as of , 2018, by and between Mike Gutch (Executive) and Entasis Therapeutics Holdings Inc. (the Company), and which shall become effective upon the effectiveness of the registration statement for the Companys initial public offering (the Effective Date).

Second Amendment of Lease (September 18th, 2018)
resTORbio, Inc. – Restorbio, Inc. Employment Agreement (September 18th, 2018)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 13, 2018 Among PTC INC. The Foreign Subsidiary Borrowers From Time to Time Party Hereto the Lenders From Time to Time Party Hereto JPMORGAN CHASE BANK, N.A. As Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., ROYAL BANK OF CANADA, SANTANDER BANK, N.A. And TD BANK, N.A., as Co-Documentation Agents and BARCLAYS BANK PLC, SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Senior Managing Agents JPMORGAN CH (September 18th, 2018)
SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Entasis Therapeutics Ltd – Employment Agreement (September 18th, 2018)

This EMPLOYMENT AGREEMENT (this Agreement) is entered into as of , 2018, by and between Manos Perros (Executive) and Entasis Therapeutics Holdings Inc. (the Company), and which shall become effective upon the effectiveness of the registration statement for the Companys initial public offering (the Effective Date).

Entasis Therapeutics Ltd – Entasis Therapeutics Holdings Inc. Registration Rights Agreement (September 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the 14th day of September, 2018, by and among Entasis Therapeutics Holdings Inc., a corporation organized under the laws of the State of Delaware (the Company), and the investors listed on Schedule A hereto, referred to hereinafter as the Investors and each individually as an Investor.

Allogene Therapeutics, Inc. – ASSET CONTRIBUTION AGREEMENT BY AND BETWEEN PFIZER INC. AND ALLOGENE THERAPEUTICS, INC. Dated as of April 2, 2018 (September 14th, 2018)
Insulet Corporation – September 10, 2018 (September 14th, 2018)
Optimizerx – September 10, 2018 William Febbo (September 14th, 2018)
EntreMed, Inc. – Securities Purchase Agreement (September 14th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of September 11, 2018, between CASI Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Secured Promissory Note (September 14th, 2018)

This Note is payable in monthly installments with a first installment of ONE HUNDRED THOUSAND DOLLARS due upon execution of this Note and monthly installments of TWO HUNDRED THOUSAND DOLLARS ($200,000) commencing November 1, 2018 and continuing until the entire unpaid principal balance of this Note is paid, without interest except as set forth below. Whenever any payment hereunder shall be due on a day which is not a business day, the due date thereof shall be extended to the next succeeding business day.

Knight Knox Development Corp. – Artelo Biosciences, Inc. Series C Common Stock Purchase Warrant (September 14th, 2018)

This Series C Common Stock Purchase Warrant (this "Warrant") is issued pursuant to the Subscription Agreement between the Holder and the Company (the "Subscription Agreement"). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Subscription Agreement.

Knight Knox Development Corp. – Subscription Agreement (September 14th, 2018)

This Subscription Agreement (this "Agreement") is entered into by and between Artelo Biosciences, Inc., a corporation organized under the laws of the State of Nevada (the "Company") and the subscriber whose name is set forth on the signature pages affixed hereto (the "Subscriber").

Granite Falls Energy, LLC – Subscription Agreement for Harvestone Group, Llc (September 14th, 2018)

This is the offer and agreement ("Subscription Agreement") of the undersigned to purchase 20 Preferred Units of membership interest ("Preferred Units") to be issued by Harvestone Group, LLC, a Delaware limited liability company ("Company"), for a purchase price of $100,000 per Unit, for a total purchase price of $2,000,000 ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein. Simultaneously with the execution and delivery hereof, I am transmitting a wire transfer pursuant to the wire instructions herein or a check payable to the order of "Harvestone Group, LLC" in the amount of $2,000,000, representing the Subscription Price for the Preferred Units I am purchasing.

TGS International Ltd. – SHARE EXCHANGE AGREEMENT BY AND AMONG TGS INTERNATIONAL LTD. ARCUS MINING HOLDINGS LIMITED AND SHAREHOLDERS LISTED ON SCHEDULE I DATED: September 14, 2018 Share Exchange Agreement (September 14th, 2018)

This Share Exchange Agreement, dated as of September 14, 2018, is made by and among TGS International Ltd., a Nevada corporation (the "Acquiror Company"), Arcus Mining Holdings Limited, a Seychelles corporation (the "Company"), and each of the Persons listed on Schedule I hereto who are shareholders of the Company (collectively, the "Shareholders", and individually a "Shareholder").

Insulet Corporation – Retirement Agreement (September 14th, 2018)

This Retirement Agreement (the "Agreement"), is made as of September 10, 2018 (the "Effective Date") by and between Insulet Corporation, a Delaware corporation (together with its successors and assigns, the "Company"), and Patrick J. Sullivan (the "Executive").

Golden Metropolis International Ltd – Private Placement Subscription Agreement (September 13th, 2018)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the "Agreement") is made this _________ day of September, 2018, among (i) Golden Metropolis International Limited (the "Company"), a British Virgin Islands company, and (ii) each purchaser identified on the signature pages to this Agreement (each a "Purchaser" and collectively, the "Purchasers").

SECTION OF THE ACT SECTION OF INDENTURE 310(a)(1) and (2) 6.8 310(a)(3) and (4) Inapplicable 310(a)(5) 6.8 310(b) 6.9(a), (B) and (D) 310(b)(1) 6.13 310(c) Inapplicable 311(a) 6.12 311(b) 6.12 311(c) Inapplicable 312(a) 4.1 and 4.2 312(b) 4.2 312(c) 4.2 313(a) 4.3 313(b)(1) Inapplicable 313(b)(2) 4.3 313(c) 4.3 313(d) 4.3 314(a) 4.4 (September 13th, 2018)
Dated 13 September 2018 (1) the Hanover Insurance Group, Inc. And (2) China Reinsurance (Group) Corporation Agreement for the Sale and Purchase of Shares in the Capital of the Hanover Insurance International Holdings Limited, Chaucer Insurance Company Designated Activity Company and Hanover Australia Holdco Pty Ltd (September 13th, 2018)
Openwave Systems Ltd – March 21, 2018 (September 13th, 2018)
Separation & Release Agreement (September 13th, 2018)
OMNIBUS AMENDMENT NO. 5 (Ares Capital JB Funding LLC) (September 13th, 2018)
Cherokee Inc. – FINANCING AGREEMENT Dated as of August 3, 2018 by and Among Cherokee Inc., as U.S. Borrower, (September 13th, 2018)

Financing Agreement, dated as of August 3, 2018, by and among Cherokee Inc., a Delaware corporation (the "Parent" and the "U.S. Borrower"), Irene Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch trade register under number 67160921 (the "Dutch Borrower" and, together with the U.S. Borrower, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Gordon Brothers Finance Company, a Delaware corporation ("GBF

GTY Technology Holdings Inc. – UNIT PURCHASE AGREEMENT by and Among GTY Technology Holdings Inc., Sherpa Government Solutions LLC the Sherpa Holders and David Farrell, as the Sherpa Holders Representative Dated September 12, 2018 (September 12th, 2018)

This Unit Purchase Agreement (this "Agreement") is entered into on September 12, 2018 by and among Sherpa Government Solutions LLC, a Delaware limited liability company (the "Company"), GTY Technology Holdings Inc., a Cayman Islands exempted company ("GTY"), the Sherpa Holders and David Farrell, in his capacity as the "Sherpa Holders' Representative", pursuant to the designation in Section 11.19. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 10 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of the Company, GTY and the Sherpa Holders may also be referred to individually herein as a "Party", and collectively as the "Parties."

GTY Technology Holdings Inc. – Share Purchase Agreement (September 12th, 2018)

This Share Purchase Agreement (this "Agreement") is entered into on September 12, 2018 by and among Questica Inc. ("Questica"), a corporation incorporated under the laws of Ontario, Canada, Questica USCDN Inc., a corporation incorporated under the laws of Ontario, Canada ("Questica USCDN"), GTY Technology Holdings Inc., a Cayman Islands exempted company("GTY"), 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"), and each of SHOCKT Inc., Dennis Parass, Fernbrook Homes (Hi-Tech) Limited, Allan Booth, and Ross Soft Inc. (collectively, the "Questica Holders") and Craig Ross in his capacity as Questica Holders' Representative. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in ARTICLE 10 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of Questica, Questica USCDN, GTY, Exchangeco and the Questica Holders may also be referred to indiv

Streamline Health Solutions, Inc. – Employment Agreement (September 12th, 2018)

This EMPLOYMENT AGREEMENT (together with Exhibit A, the "Agreement") is entered as of September 10th, 2018, by and between Streamline Health Solutions, Inc., a Delaware corporation with its headquarters in Atlanta, Georgia (the "Company"), and Thomas J. Gibson, a resident of the state of Georgia ("Executive").

GTY Technology Holdings Inc. – AGREEMENT AND PLAN OF MERGER by and Among Open Counter Enterprises Inc., GTY Technology Holdings Inc., GTY OC Merger Sub, Inc. And Shareholder Representative Services LLC Dated September 12, 2018 (September 12th, 2018)

This Agreement and Plan of Merger (this "Agreement") is entered into on September 12, 2018 by and among Open Counter Enterprises Inc., a Delaware corporation (the "Company"), GTY Technology Holdings Inc., a Cayman Islands exempted company ("GTY"), GTY OC Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the OC Holders' Representative pursuant to the designation in Section 10.20. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of the Company, GTY and Merger Sub may also be referred to individually herein as a "Party", and collectively as the "Parties".

GTY Technology Holdings Inc. – Agreement and Plan of Merger (September 12th, 2018)

This AGREEMENT AND PLAN OF MERGER ("Agreement") is dated September 12, 2018, by and among GTY Technology Holdings Inc., a Cayman Islands exempted company ("Parent"), GTY Technology Holdings Inc., a Massachusetts corporation ("NewCo"), and GTY Technology Merger Sub, Inc., a Delaware corporation and indirect subsidiary of Parent (the "Subsidiary").

Atlantic Tele Network – PURCHASE AND SALE AGREEMENT Dated as of September 9, 2018 by and Between CleanCapital Holdco 4 LLC as the Buyer and Ahana Renewables, LLC as the Seller (September 12th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this Agreement) dated as of September 9, 2018 (the Effective Date), is made and entered into by and between CLEANCAPITAL HOLDCO 4 LLC, a Delaware limited liability company (the Buyer) and AHANA RENEWABLES, LLC, a Delaware limited liability company (the Seller).

GTY Technology Holdings Inc. – Agreement and Plan of Merger (September 12th, 2018)

This Agreement and Plan of Merger (this "Agreement") is entered into on September 12, 2018 by and among CityBase, Inc., a Delaware corporation (the "Company"), GTY Technology Holdings Inc., a Cayman Islands exempted company ("GTY"), GTY Technology Holdings Inc., a Massachusetts corporation ("Holdings"), GTY CB Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the CB Holders' Representative pursuant to the designation in Section 10.18. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of the Company, GTY, Holdings and Merger Sub may also be referred to individually herein as a "Party," and collectively as the "Parties."