Massachusetts Sample Contracts

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SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of September 22, 2017 Among BLOCK FINANCIAL LLC as the Borrower H&R BLOCK, INC. As the Guarantor JPMORGAN CHASE BANK, N.A. As Administrative Agent, Issuing Bank and Swingline Lender the Lenders Party Hereto BANK OF AMERICA, N.A. SUNTRUST BANK TD BANK, N.A. U.S. BANK NATIONAL ASSOCIATION as Co-Syndication Agents BBVA COMPASS BMO HARRIS BANK, N.A. PNC BANK, NATIONAL ASSOCIATION REGIONS BANK ROYAL BANK OF CANADA WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents JPMORGAN CHASE BANK, N.A. MERRILL LYNCH, PIERCE, FENN (September 25th, 2017)

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT is entered into as of September 22, 2017, among BLOCK FINANCIAL LLC, a Delaware limited liability company (the "Borrower"), H&R BLOCK, INC., a Missouri corporation (the "Guarantor"), each Lender, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.

Deciphera Pharmaceuticals, Inc. – Deciphera Pharmaceuticals, Inc. Registration Rights Agreement (September 25th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of the 27th day of September, 2017, by and among Deciphera Pharmaceuticals, Inc., a Delaware corporation (the Company) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meaning specified in the Companys Certificate of Incorporation, as may be amended or restated from time to time.

Rhythm Pharmaceuticals, Inc. – License Agreement by and Between Camurus Ab and Rhythm Pharmaceuticals, Inc. (September 25th, 2017)

This License Agreement is made as off the Effective Date (hereinafter defined) between Camurus AB, a limited liability company organized and existing under the laws of Sweden and having its principal place of business at Ideon Science Park, Solvegatan 41, SE-223 70 Lund, Sweden (Camurus) and Rhythm Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware and having its principal place of business at 855 Boylston Street, 11th Floor, Boston, MA 02116 USA (Rhythm) (each a Party and collectively, the Parties)

Deciphera Pharmaceuticals, Inc. – Employment Agreement (September 25th, 2017)

This Employment Agreement (the Agreement) is made as of the 25th day of September, 2017, by and between Oliver Rosen, M.D. (the Executive) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the Company; the Executive and the Company are collectively referred to as the Parties). This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of Deciphera Pharmaceuticals, Inc. (Parent) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Effective Date).

Deciphera Pharmaceuticals, Inc. – Employment Agreement (September 25th, 2017)

This Employment Agreement (the Agreement) is made as of the 25th day of September, 2017, by and between Christopher J. Morl (the Executive) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the Company; the Executive and the Company are collectively referred to as the Parties). This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of Deciphera Pharmaceuticals, Inc. (Parent) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Effective Date).

Rhythm Pharmaceuticals, Inc. – Rhythm Pharmaceuticals, Inc. (September 25th, 2017)

On behalf of Rhythm Pharmaceuticals, Inc., formerly known as Rhythm Metabolic, Inc. (the Company or Rhythm), I am pleased to set forth below the amended and restated terms of your employment with the Company.

Ocular Therapeutix, Inc – Employment Agreement (September 25th, 2017)

This EMPLOYMENT AGREEMENT (the Agreement) is made as of September 25, 2017 (the Effective Date), by and between Ocular Therapeutix, Inc., a Delaware corporation (the Company), and Donald Notman (Executive). In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:

Rhythm Pharmaceuticals, Inc. – Rhythm Pharmaceuticals, Inc. (September 25th, 2017)

On behalf of Rhythm Pharmaceuticals, Inc., formerly known as Rhythm Metabolic, Inc. (the Company or Rhythm), I am pleased to set forth below the amended and restated terms of your employment with the Company.

Satisfaction and Release Agreement (September 25th, 2017)

This SATISFACTION AND RELEASE AGREEMENT (the "Agreement") is dated as of the 22nd day of September, 2017, by and between ARGOS THERAPEUTICS, INC., a Delaware corporation ("Argos") and INVETECH PTY LTD, an Australian company ("Invetech").

Rhythm Pharmaceuticals, Inc. – Rhythm Pharmaceuticals, Inc. (September 25th, 2017)

On behalf of Rhythm Pharmaceuticals, Inc., formerly known as Rhythm Metabolic, Inc. (the Company or Rhythm), I am pleased to set forth below the amended and restated terms of your employment with the Company.

Deciphera Pharmaceuticals, Inc. – Employment Agreement (September 25th, 2017)

This Employment Agreement (the Agreement) is made as of the 25th day of September, 2017, by and between Michael D. Taylor, Ph.D. (the Executive) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the Company; the Executive and the Company are collectively referred to as the Parties). This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of Deciphera Pharmaceuticals, Inc. (Parent) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Effective Date).

CIRCOR International, Inc. – DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 SUNTRUST BANK SUNTRUST ROBINSON HUMPHREY, INC. 3333 Peachtree Road Atlanta, Georgia 30326 (September 25th, 2017)
Registration Rights Agreement (September 25th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of September 22, 2017 by and among Argos Therapeutics, Inc., a Delaware corporation (the "Company"), and Invetech Pty Ltd ("Invetech").

Rhythm Pharmaceuticals, Inc. – Rhythm Pharmaceuticals, Inc. (September 25th, 2017)

On behalf of Rhythm Pharmaceuticals, Inc., formerly known as Rhythm Metabolic, Inc. (the Company or Rhythm), I am pleased to set forth below the amended and restated terms of your employment with the Company.

QLT Inc. – Deferred Prosecution Agreement (September 22nd, 2017)
QLT Inc. – U.S. Department of Justice William D. Weinreb Acting United States Attorney District of Massachusetts Main Reception: (617) 748-3100 John Joseph Moakley United States Courthouse 1 Courthouse Way Suite 9200 Boston, Massachusetts 02210 September 22, 2017 Joshua S. Levy Ropes & Gray Prudential Tower (September 22nd, 2017)
QLT Inc. – Settlement Agreement (September 22nd, 2017)

This Settlement Agreement (Agreement) is entered into among the following Parties (Parties): the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (OIG-HHS) of the Department of Health and Human Services (HHS); the Defense Health Agency (DHA), acting on behalf of the TRICARE Program (collectively, the United States); Aegerion Pharmaceuticals, Inc. (Aegerion); and Michele Clark, Tricia Mullins, and Kristi Winger Szudlo (collectively, Relators), through their authorized representatives.

MongoDB, Inc. – Fifth Amended and Restated Investors Rights Agreement (September 21st, 2017)

THIS FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 2nd day of October, 2013, by and among MongoDB, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Brookline Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and Between BROOKLINE BANCORP, INC. BROOKLINE BANK and FIRST COMMONS BANK, N.A. Dated as of September 20, 2017 (September 21st, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2017 (this Agreement), by and among Brookline Bancorp, Inc., a Delaware corporation (Buyer), Brookline Bank, a Massachusetts savings bank of which Buyer is the sole stockholder (Buyer Bank), and First Commons Bank, N.A., a national banking association (the Company).

Brookline Bancorp, Inc. – Voting Agreement (September 21st, 2017)

VOTING AGREEMENT (Agreement), dated as of September 20, 2017, by and between Brookline Bancorp, Inc., a Delaware corporation (Buyer), and the undersigned holder (Shareholder) of common stock, par value $0.01 per share (Common Stock), of First Common Bank, N.A., a national banking association (the Company).

Great Elm Capital Corp. – GREAT ELM CAPITAL CORP. Reconciliation and Tie Between Trust Indenture Act of 1939 and Indenture, Dated as of September 18, 2017 (September 21st, 2017)

INDENTURE, dated as of September 18, 2017, between Great Elm Capital Corp., a Maryland corporation (hereinafter called the "Company"), having its principal office at 800 South Street, Suite 230, Waltham, Massachusetts 02453, and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Trustee (hereinafter called the "Trustee"), having its office at 6201 15th Avenue, Brooklyn, New York 11219.

Brookline Bancorp, Inc. – Voting Agreement (September 21st, 2017)

VOTING AGREEMENT (Agreement), dated as of September 20, 2017, by and between Brookline Bancorp, Inc., a Delaware corporation (Buyer), and the undersigned holder (Shareholder) of common stock, par value $0.01 per share (Common Stock), of First Common Bank, N.A., a national banking association (the Company).

Lpl Investment Holdings Inc. – Second Amendment (September 21st, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 10, 2017, among LPL FINANCIAL HOLDINGS INC. (formerly LPL Investment Holdings Inc.), a Delaware corporation (Holdings; as hereinafter further defined), LPL HOLDINGS, INC., a Massachusetts corporation (the Borrower), the banks, financial institutions and other investors from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders; each as hereinafter further defined), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, a Letter of Credit Issuer and a Swingline Lender, MORGAN STANLEY BANK, N.A., as a Letter of Credit Issuer and a Swingline Lender, and BANK OF AMERICA, N.A., as a Letter of Credit Issuer, and GOLDMAN SACHS BANK USA, as a Swingline Lender.

Cue Biopharma, Inc. – Real Estate License Agreement (September 21st, 2017)

This License Agreement, made July 29, 2015 ("Agreement") is by and between Imagen Biopharma, Inc., a Delaware corporation having a place of business located at Mass Innovation Labs, c/o Imagen Biopharma, 675 West Kendall Street, Cambridge, MA 02142 ("Licensee") and Mass Innovation Labs, LLC, a Delaware limited liability company, having a place of business located at 675 West Kendall Street, Cambridge, MA 02142 ("Licensor").

Cue Biopharma, Inc. – Cue Biopharma, Inc. SECURITIES PURCHASE AGREEMENT (September 21st, 2017)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December ___, 2016, is made and entered into by and between Cue Biopharma, Inc., a Delaware corporation (formerly Imagen Biopharma, Inc.) with its principal executive offices located at 675 W. Kendall St., Cambridge, MA 02142 (the "Company"), and each of the purchasers listed on Schedule A hereto (the "Purchasers").

Cco Holdings Llc – Cross-Reference Table* (September 21st, 2017)

SEVENTH SUPPLEMENTAL INDENTURE dated as of September 18, 2017 (the Supplemental Indenture) among Charter Communications Operating, LLC, a Delaware limited liability company (and any successor Person thereto, CCO), Charter Communications Operating Capital Corp., a Delaware corporation (Capital Corp and, together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (CCO Holdings), the subsidiary guarantors party hereto (together with CCO Holdings, the Note Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (and together with its successors in such capacity, the Trustee) and as Collateral Agent (and together with its successors in such capacity, the Collateral Agent).

Cue Biopharma, Inc. – Imagen Biopharma, Inc. Executive Employment Agreement (September 21st, 2017)

This Employment Agreement (the "Agreement") is made and entered into by and between Rodolfo J. Chaparro, an individual, ("Executive") and Imagen Biopharma, Inc., a Delaware corporation (the "Company"), to be effective as of the closing date of a private placement of the Company's securities resulting in gross proceeds of no less than $5,000,000 and occurring no later than June 30, 2015, which may be extended by the Company for an additional ninety (90) days (the "Effective Date").

Twelfth Supplemental Indenture (September 21st, 2017)

TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2017 (the Supplemental Indenture), to the Base Indenture (defined below) among Discovery Communications, LLC, a Delaware limited liability company (the Company), Discovery Communications, Inc., a Delaware corporation (the Guarantor), and U.S. Bank National Association, as Trustee (the Trustee).

Eleventh Supplemental Indenture (September 21st, 2017)

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2017 (the Supplemental Indenture), to the Base Indenture (defined below) among Discovery Communications, LLC, a Delaware limited liability company (the Company), Discovery Communications, Inc., a Delaware corporation (the Guarantor), and U.S. Bank National Association, as Trustee (the Trustee).

Logistics Property Trust Inc. – Cost Reimbursement Agreement (September 21st, 2017)

This Cost Reimbursement Agreement (this Agreement) dated as of the 15th day of September, 2017, by and among each of Black Creek Capital Markets, LLC, a Colorado limited liability company (the Dealer Manager), Black Creek Industrial REIT IV Inc., a Maryland corporation (the Company), BCI IV Advisors Group LLC, a Delaware limited liability company (the Sponsor), BCI IV Advisors LLC, a Delaware limited liability company (the Advisor and together with the Dealer Manager, the Sponsor, and the Company, the Issuer Entities), and American Enterprise Investment Services Inc. (AEIS).

Cue Biopharma, Inc. – Imagen Biopharma, Inc. Employment Agreement (September 21st, 2017)

This Employment Agreement ("Agreement"), dated as of August 29, 2016 (the "Effective Date"), is made by and between Imagen Biopharma, Inc., a Delaware corporation ("Imagen") and Daniel Passeri ("Executive," and together with Imagen, the "Parties").

Cue Biopharma, Inc. – Notice of Grant of [Incentive/Non-Qualified] Stock Option Imagen Biopharma, Inc. [2016 Omnibus Incentive Plan] [2016 Non-Employee Equity Incentive Plan] (September 21st, 2017)

FOR GOOD AND VALUABLE CONSIDERATION, Imagen Biopharma, Inc. (the "Company") hereby grants, pursuant to the provisions of the [Imagen Biopharma, Inc. 2016 Omnibus Incentive Plan] [Imagen Biopharma, Inc. 2016 Non-Employee Equity Incentive Plan ] (the "Plan"), to the Grantee designated in this Notice of Grant of [Incentive/Non-qualified] Stock Option (the "Notice of Grant") [an Incentive/a Non-qualified] Stock Option to purchase the number of Shares set forth in the Notice of Grant (the "Option"), subject to certain terms and conditions as outlined below in the Notice of Grant and the additional terms and conditions set forth in the attached Terms and Conditions of Stock Option (together with the Notice of Grant, the "Award Agreement").

Lpl Investment Holdings Inc. – First Supplemental Indenture (September 21st, 2017)

First Supplemental Indenture (this Supplemental Indenture), dated as of September 21, 2017 among LPL Holdings, Inc., a Massachusetts corporation (the Issuer), certain subsidiaries of the Issuer, as guarantors (collectively, the Guarantors and, collectively with the Issuer, the LPL Parties) and U.S. Bank National Association, a national banking association, as trustee (the Trustee).

Cco Holdings Llc – Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 4.200% Senior Secured Notes Due 2028 Exchange and Registration Rights Agreement (September 21st, 2017)
Brookline Bancorp, Inc. – Consulting Agreement (September 21st, 2017)

THIS CONSULTING AGREEMENT (this Agreement) is made and entered into by and between Brookline Bank (the Bank), a Massachusetts chartered savings bank and a wholly-owned subsidiary of Brookline Bancorp, Inc., and Anthony G. Nuzzo (Consultant) (collectively referred to as the Parties) as of the 20th day of September, 2017 to become effective as of the Effective Time (as defined below).