Massachusetts Sample Contracts

MP Acquisition I Corp. – Amended and Restated Registration Rights Agreement (November 16th, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 9, 2018, is made and entered into by and among U.S. Well Services, Inc., a Delaware corporation (formerly Matlin & Partners Acquisition Corporation) (the "Company"), the Initial Holders and each Person who becomes a party to this Agreement as a Holder after the date of this Agreement pursuant to Section 5.03. This agreement amends, restates and replaces in its entirety that certain Registration Rights Agreement, dated March 9, 2017 (the "Original Agreement"), by and among the Company, Matlin & Partners Acquisition Sponsor LLC ("Sponsor") and Cantor Fitzgerald & Co. ("Cantor" and, together with Sponsor, the "Initial Investors"). Capitalized terms used in this Agreement have the meanings given to them in Section 1.01.

Bear Newco, Inc. – 92,000,000 Shares BAKER HUGHES, a GE COMPANY CLASS a COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT (November 16th, 2018)

General Electric Company, a New York corporation (the "Selling Stockholder" or "GE"), proposes to sell to the several Underwriters named in Schedule II hereto (the "Underwriters") for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the "Representatives"), an aggregate of 92,000,000 shares (the "Firm Shares") of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Baker Hughes, a GE company, a Delaware corporation (the "Company").

Albertsons Companies, Inc. – Contract (November 16th, 2018)
Spero Therapeutics, Inc. – Contract (November 16th, 2018)
Contract (November 16th, 2018)
Albertsons Companies, Inc. – Contract (November 16th, 2018)
Spero Therapeutics, Inc. – Contract (November 16th, 2018)
Sevion Therapeutics, Inc. – Contract (November 16th, 2018)
Waiver (November 15th, 2018)
Stock Purchase and Sale Agreement (November 15th, 2018)
AGREEMENT OF MERGER Among BROOKS AUTOMATION, INC., DARWIN ACQUISITION COMPANY, GENEWIZ GROUP, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Holders' Representative September 26, 2018 (November 15th, 2018)

THIS AGREEMENT OF MERGER (this "Agreement") is dated as of September 26, 2018 by and among Brooks Automation, Inc., a Delaware corporation ("Parent"), GENEWIZ Group, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the "Company"), Darwin Acquisition Company, an exempted company with limited liability incorporated under the Laws of the Cayman Islands ("Merger Sub"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Holders (the "Holders' Representative"). Each of Parent, Merger Sub, the Company and Holders' Representative may be individually referred to herein as a "Party" and collectively referred to herein as the "Parties."

uniQure B.V. – Contract (November 15th, 2018)

Approximately 53,343 rentable square feet of space in the Building, as more particularly shown as hatched, highlighted or outlined on the plan attached to the Lease as Exhibit lA

Denali Holding Inc. – Project Yosemite Commitment Letter (November 15th, 2018)
Incremental Amendment (November 15th, 2018)

INCREMENTAL AMENDMENT, dated as of November 15, 2018 (this "Incremental Amendment"), to the Existing Credit Agreement referred to below, among Brooks Automation, Inc., a Delaware corporation (together with its successors and assigns, the "Borrower"), the other Loan Parties (as defined in the Credit Agreement (as defined below)) parties hereto, the Administrative Agent (as defined below) and Morgan Stanley Senior Funding, Inc., as the 2018 Incremental Term B Lender (as defined below).

Denali Holding Inc. – Project Yosemite Commitment Letter (November 15th, 2018)
You On Demand Holdings Inc – Agreement and Plan of Merger (November 14th, 2018)

THIS AGREEMENT AND PLAN OF MERGER is made as of July 18, 2018 by and among Seven Stars Cloud Group Inc., a Nevada corporation (the "Buyer"), GLI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the "Acquisition Company") and Grapevine Logic, Inc., a Delaware corporation (the "Company") and the Holder Representative.

Fitlife Brands, Inc. – Subscription Agreement (November 14th, 2018)

Complete and sign this Subscription Agreement. Please be sure to initial the appropriate "accredited investor" category in Box C.

Aldeyra Therapeutics, Inc. (November 14th, 2018)
Sale Agreement (November 14th, 2018)

This SALE AGREEMENT is made and entered into as of November 11, 2018, 2018 (this "Agreement"), by and between Nuance Communications, Inc., a Delaware corporation (the "Company"), on behalf of itself, the other asset sellers set forth on Annex A (collectively, the "Asset Sellers"), and the other equity sellers set forth on Annex A (collectively, the "Equity Sellers"; and together with the Asset Sellers, the "Sellers"), on the one hand, and Project Leopard AcquireCo Limited, a private limited company incorporated under the laws of England and Wales (the "Buyer"), on the other hand.

This Letter (The Agreement) Confirms the Agreement Between You and Aldeyra Therapeutics, Inc. (The Company) Regarding the Termination of Your Employment With the Company. (November 14th, 2018)
ReWalk Robotics Ltd. – Rewalk Robotics Ltd. Underwriting Agreement (November 14th, 2018)

ReWalk Robotics Ltd., a company organized under the laws of the State of Israel (the "Company"), proposes to sell to H.C. Wainwright & Co., LLC, as representative (the "Representative") of the several underwriters named in Schedule I to this agreement (the "Agreement"), as the underwriters (the "Underwriters"), an aggregate of (a) [*] ordinary shares (the "Ordinary Shares"), par value NIS 0.01 per share, of the Company (the "Firm Shares"), (b) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of [*] Ordinary Shares at an exercise price of $0.01 per share and (c) warrants to purchase up to an aggregate of [*] Ordinary Shares (the "Firm Warrants" and, collectively with the Firm Shares and the Pre-Funded Warrants, the "Firm Securities"). The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an optio

Contract (November 13th, 2018)

This AMENDED AND RESTATED Trademark License Agreement (this "Agreement"), dated as of November 13, 2018, is made and entered into by and between General Electric Company, a New York corporation ("GE" or "Licensor"), and Baker Hughes, a GE company, LLC, a Delaware limited liability company ("Licensee").

Placement Agency Agreement (November 13th, 2018)
Amended and Restated Intercompany Services Agreement (November 13th, 2018)

Article I DEFINITIONS 5 Section 1.01 Certain Defined Terms 5 Article II SERVICES and Duration 15 Section 2.01 GE Services to be Provided 15 Section 2.02 Baker Hughes Services to be Provided 16 Section 2.03 Services in Effect on the Closing Date and Purchase Orders for Services 17 Section 2.04 Duration of Services 18 Section 2.05 Additional GE Provided Services 19 Section 2.06 Additional Baker Hughes Provided Services 19 Section 2.07 Limitations on the Provision of Services 20 Article III PERFORMANCE OF SERVICES 20 Section 3.01 R&D Services and Statements of Work 20 Section 3.02 Project Change 22 Section 3.03 Replacement of Project Leaders 23 Section 3.04 Subcontracting 23 Section 3.05 Review and Reporting Requirements 23 Section 3.06 License to Backg

Securities Purchase Agreement (November 13th, 2018)
Protokinetix Inc – Protokinetix, Incorporated Amended 2017 Stock Option and Stock Bonus Plan (November 13th, 2018)
Key Link Assets Corp. – Common Stock Purchase Warrant Foothills Exploration, Inc. (November 13th, 2018)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the $380,000.00 convertible promissory note to the Holder (as defined below) of even date) (the "Note"), Labrys Fund, LP, a Delaware limited partnership (including any permitted and registered assigns, the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Foothills Exploration, Inc., a Delaware corporation (the "Company"), up to 687,500 shares of Common Stock (as defined below) (the "Warrant Shares") (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 1, 2018, by and among the Company an

Mirna Therapeutics, Inc. – Synlogic, Inc. (November 13th, 2018)

I am pleased to provide you with the terms and conditions of your employment by Synlogic, Inc., a Delaware corporation (the "Company"). This amended and restated letter agreement (the "Agreement") replaces and supersedes your earlier letter agreement with the Company executed on June 27, 2016, as well as the first amendment executed on November 7, 2016, the second amendment executed on June 19, 2017, and the third amendment executed on June 7, 2018. It is effective on the date you sign this Agreement (the "Effective Date").

Synthorx, Inc. – Synthorx, Inc. Master Services Agreement (November 13th, 2018)
Registration Rights Agreement (November 13th, 2018)
Mustang Bio, Inc. – Executive Employment Agreement (November 13th, 2018)

This Executive Employment Agreement (this "Agreement") is made and entered into as of October 4, 2018, by and between Mustang Bio, Inc. (the "Company") and Martina A. Sersch, M.D., Ph.D. ("Executive"). The Company and Executive are hereinafter collectively referred to as the "Parties", and either may be individually referred to as a "Party".

Walker & Dunlop – AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Dated as of November 7, 2018 Among WALKER & DUNLOP, INC., as Borrower Certain Subsidiaries of WALKER & DUNLOP, INC., Each as a Subsidiary Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (November 13th, 2018)

This AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this Agreement), dated as of November 7, 2018, among Walker & Dunlop, Inc., a Delaware corporation (the Borrower), certain Subsidiaries of the Borrower from time to time party hereto (each, a Subsidiary Guarantor and, collectively, the Subsidiary Guarantors and, together with the Borrower, the Credit Parties and sometimes, each such party, individually, a Credit Party) and WELLS FARGO BANK, NATIONAL ASSOCIATION on behalf of itself and the other Lenders as Administrative Agent (as defined and otherwise described in the Credit Agreement and so referred to herein).

Surface Oncology, Inc. – First Amended and Restated Development and Option Agreement (November 13th, 2018)

This First Amended and Restated Development and Option Agreement (this "Agreement") made effective as of October 3, 2018 (the "Amended Effective Date"), is entered into by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 ("Adimab"), and Surface Oncology, Inc., a Delaware corporation having an address at 25 First Street, Suite 303, Cambridge, MA 02141 ("Surface").

SUPPLY AGREEMENT Dated as of November 13, 2018 Between GENERAL ELECTRIC COMPANY and BAKER HUGHES, a GE COMPANY, LLC (November 13th, 2018)

ARTICLE I DEFINITIONS 4 Section 1.01 Certain Defined Terms 4 ARTICLE II SCOPE 9 Section 2.01 Scope 9 ARTICLE III MUTUALLY EXCLUSIVE SUPPLY OF EXCLUSIVE PRODUCTS AND EXCLUSIVE SERVICES 9 Section 3.01 Commitment 9 Section 3.02 Supplying Commitment 10 Section 3.03 Termination of Exclusive Purchasing Commitment 10 Section 3.04 Termination of Exclusive Supplying Commitment 10 ARTICLE IV QUANTITIES AND PURCHASE ORDERS 11 Section 4.01 Forecasts 11 Section 4.02 Orders 11 Section 4.03 PO Contents 12 Section 4.04 Modifications and Scheduling POs 13 Section 4.05 Acceptance of POs 13 Section 4.06 Frame 5 Arrangements 14 ARTICLE V TERMS & CONDITIONS OF PURCHASE 14

Staffing 360 Solutions, Inc. – First Amendment to Intercreditor Agreement (November 13th, 2018)

THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this "Amendment") is executed as of August 27, 2018 (the "Effective Date"), by and among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Term Note and as secured party under the Term Debt Documents ("Term Note Purchaser"), STAFFING 360 SOLUTIONS, INC., a Delaware corporation ("Parent"), certain of the Parent's subsidiaries party hereto, and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the ABL Loan Agreement (acting in such capacity, "Agent"), and as a "Lender" under the ABL Loan Agreement, or such then present holder or holders of the ABL Loans as may from time to time exist (as the "Lenders" under the ABL Loan Agreement; collectively with the Agent, the "ABL Lenders"). Reference in this Amendment to "Term Note Purchaser", "Term Note Purc