Massachusetts Sample Contracts

Fidelity Merrimack Street TrustFORM OF AUTHORIZED PARTICIPANT AGREEMENT (February 23rd, 2021)

The Participant agrees that subject to any privacy obligations or other obligations arising under the federal or state securities laws that the Participant may have to its customers, the Participant will assist the Distributor and/or Transfer Agent in ascertaining certain information regarding sales of Shares made by or through the Participant upon the request of the Trust or the Distributor necessary for a Fund to comply with its obligations to distribute information to its shareholders, as may be required from time to time under applicable state or federal securities laws, rules and regulations. The Participant shall undertake to deliver to its customers proxy materials and annual and other reports of the Funds, or other similar information that the Funds are obligated to deliver to their shareholders, upon receiving from the Funds or the Distributor of sufficient quantities of the same to allow mailing thereof to such customers. The Participant will be responsible for providing Pros

Ziopharm Oncology IncCONSULTING AGREEMENT (February 23rd, 2021)

This Consulting Agreement (the “Agreement”) is made effective as of January 21, 2021 (the “Effective Date”), by and between ZIOPHARM ONCOLOGY, INC., a Delaware corporation, with its principal place of business being One First Avenue, Parris Building 34, Navy Yard Plaza, Boston, Massachusetts, 02129 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”

MKS Instruments IncEMPLOYMENT AGREEMENT (February 23rd, 2021)

Employment Agreement effective February 17, 2021 (the “Effective Date”) (the “Employment Agreement”) by and between MKS Instruments, Inc., a Massachusetts corporation (the “Company”), and Eric Taranto of Bedford, NH (“Employee”).

Owl Rock Capital CorpINDENTURE AND SECURITY AGREEMENT by and between OWL ROCK CLO V, LTD., as Issuer OWL ROCK CLO V, LLC, as Co-Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of November 20, 2020 (February 23rd, 2021)
MKS Instruments IncEMPLOYMENT AGREEMENT (February 23rd, 2021)

MKS Instruments, Inc., a Massachusetts corporation (the “Company”), and David Henry of Methuen, MA (“Employee”) agree, effective January 1, 2020 as follows.

Fidelity Merrimack Street TrustGENERAL DISTRIBUTION AGREEMENT between MERRIMACK STREET TRUST and (February 23rd, 2021)

AGREEMENT made this 19th day of November, 2020, between Merrimack Street Trust, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Fidelity Investment Grade Securitized ETF, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Merrimack Street TrustMANAGEMENT CONTRACT between MERRIMACK STREET TRUST: FIDELITY INVESTMENT GRADE SECURITIZED ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC (February 23rd, 2021)

AGREEMENT made this 19th day of November, 2020, by and between Merrimack Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Investment Grade Securitized ETF (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

Fidelity Merrimack Street TrustMANAGEMENT CONTRACT between MERRIMACK STREET TRUST: FIDELITY INVESTMENT GRADE BOND ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC (February 23rd, 2021)

AGREEMENT made this 19th day of November, 2020, by and between Merrimack Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Investment Grade Bond ETF (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

Fidelity Merrimack Street TrustGENERAL DISTRIBUTION AGREEMENT between MERRIMACK STREET TRUST and (February 23rd, 2021)

AGREEMENT made this 19th day of November, 2020, between Merrimack Street Trust, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Fidelity Investment Grade Bond ETF, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Genocea Biosciences, Inc.Contract (February 22nd, 2021)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

RiverNorth Flexible Municipal Income Fund II, Inc.Master Custodian Agreement (February 22nd, 2021)

This Agreement is made as of March 3, 2014 by and between each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 20.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

John Hancock Investors TrustFORM OF DISTRIBUTION AGREEMENT JOHN HANCOCK INVESTORS TRUST Boston, Massachusetts 02116 (February 22nd, 2021)

John Hancock Investors Trust is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-251350 and 811-04173) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the “1933 Act”), to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

Markforged Terms of Service (February 20th, 2021)

THESE TERMS OF SERVICE (THESE “TERMS OF SERVICE”) ARE ENTERED INTO BY AND BETWEEN YOU (“YOU”, “YOUR”) AND MARKFORGED, INC., A DELAWARE CORPORATION (“MARKFORGED”), AND GOVERN YOUR USE OF THE MARKFORGED TECHNOLOGY (AS DEFINED BELOW). BY CREATING AN ACCOUNT (AS DEFINED BELOW), USING THE CLOUD SERVICE (AS DEFINED BELOW) OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE (INCLUDING BY CHECKING A BOX INDICATING SUCH ACCEPTANCE OR SELECTING “I ACCEPT”) (THE EARLIEST OF WHICH IS REFERRED TO HEREIN AS THE “ACCEPTANCE DATE”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS OF SERVICE, ARE BOUND BY THESE TERMS OF SERVICE, AND HEREBY AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE AN INDIVIDUAL ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT TO MARKFORGED THAT YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO THE TERMS AND CONDI

LICENSE AGREEMENT (February 20th, 2021)

This License Agreement (the “Agreement”) is entered into as of , 2020 (the “Effective Date”) by and between THE ART CART, LLC of Southampton, Massachusetts, a Massachusetts limited liability company (“Licensor”) and of a registered attendee at The Art Cart, LLC “Let’s Combat Micrographia” training session on , 2020. (“Licensee”).

Alger ETF TrustTRANSFER AND ADMINISTRATIVE AGENCY AGREEMENT (February 19th, 2021)

THIS AGREEMENT is made as of January 4, 2021, by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (“BBH”), and The Alger ETF Trust (the “Trust”), a Massachusetts business trust, on behalf of each series of the Trust listed on Appendix A to this Agreement, as may be amended by the parties from time to time.

INTERGOVERNMENTAL AGREEMENT (February 19th, 2021)

THIS AGREEMENT (“Agreement”) is made and entered into as of this day of July 2007, by and between the Mashpee Wampanoag Tribe, a federally-recognized Indian tribe, whose address is 483 Great Neck Road South, P.O. Box 1048, Mashpee, Massachusetts 02649 (the “Tribe”) and the Town of Middleborough, a municipal corporation of the Commonwealth of Massachusetts, whose address is 10 Nickerson Avenue, Middleborough, Massachusetts 02346 (the “Town”) (collectively referred to as the "Parties").

BlackRock Innovation & Growth TrustAmended and Restated Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Appendix A and Computershare Trust Company, N.A. and Computershare Inc. (February 18th, 2021)

This Amended and Restated Transfer Agency Agreement (this “Agreement”) is made as of July 13, 2020, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).

Century Bancorp IncCENTURY BANK AND TRUST COMPANY SPLIT DOLLAR LIFE INSURANCE AGREEMENT (As amended and restated, effective as of February 17, 2021) Economic Benefit Regime – Endorsement Method (February 18th, 2021)

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT, AS AMENDED AND RESTATED, (the “Agreement”) is made and entered into effective as of February 17, 2021, by and between Century Bank and Trust Company (the “Bank”), a bank organized and existing under the laws of the Commonwealth of Massachusetts, and Barry R. Sloane (the “Insured”).

ReWalk Robotics Ltd.Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly ... (February 18th, 2021)

This License Agreement (together with all Exhibits hereto, this “Agreement”) is entered into as of this 16th day of May, 2016 (the “Effective Date”), by and between President and Fellows of Harvard College, a charitable corporation of Massachusetts having an office at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”), and ReWalk Robotics, Ltd. a company existing under the laws of the State of Israel, having a place of business at 200 Donald Lynch Blvd., Marlborough, MA 01752 (“Licensee”). Harvard and Licensee each shall be referred to herein as a “Party” and together as the “Parties.”

ReWalk Robotics Ltd.Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly ... (February 18th, 2021)

This Research Collaboration Agreement (together with all Exhibits hereto, this “Agreement”), effective as of May 16, 2016 (the “Effective Date”), is entered into by and between President and Fellows of Harvard College, a charitable corporation of Massachusetts having an office at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”), and ReWalk Robotics, Ltd. a company existing under the laws of the State of Israel, having a place of business at 200 Donald Lynch Blvd., Marlborough, MA 01752 (“Company”). Harvard and Company each shall be referred to herein as a “Party” and together as the “Parties.”

Century Bancorp IncCENTURY BANK AND TRUST COMPANY SPLIT DOLLAR LIFE INSURANCE AGREEMENT (As amended and restated, effective as of February 17, 2021) Economic Benefit Regime – Endorsement Method (February 18th, 2021)

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT, AS AMENDED AND RESTATED, (the “Agreement”) is made and entered into effective as of February 17, 2021, by and between Century Bank and Trust Company (the “Bank”), a bank organized and existing under the laws of the Commonwealth of Massachusetts, and Linda Sloane Kay (the “Insured”).

HOST COMMUNITY AGREEMENT FOR THE SITING OF A MARIJUANA ESTABLISHMENT IN THE TOWN OF LITTLETON (February 18th, 2021)

This Host Community Agreement (the “Agreement”) entered into this 27th day of July, 2020 by and between the Town of Littleton, acting by and through its Board of Selectmen, with a principal address at 37 Shattuck Street, Littleton, Massachusetts, 01460 (the “Town”) and The Harvest Club, LLC, a duly organized Massachusetts limited liability corporation with a principal office address of 153 Main St. Ste 222, North Reading, MA 01864, (the “Company”). The Town and the Company are collectively referred to as the Parties.

Boston Beer Co IncSEVENTH AMENDMENT TO LEASE AGREEMENT (February 17th, 2021)

This SEVENTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) made as of the 1st day of June, 2019 (the “Effective Date”), by and between JAMESTOWN 1 DESIGN PLACE, L.P., a Delaware limited partnership (“Landlord”), with a business address c/o Jamestown, Ponce City Market, 675 Ponce de Leon Avenue, 7th Floor, Atlanta, Georgia 30308, and BOSTON BEER CORPORATION, a Massachusetts corporation, with a business address of One Design Place, Boston, Massachusetts 02210 (“Tenant”).

Analog Devices IncMr. Steven Pietkiewicz VIA EMAIL Re: Severance Agreement and Release Dear Steve: (February 17th, 2021)

This letter summarizes the terms of your retirement from employment with Analog Devices, Inc. (the “Company”). The purpose of this letter (also referred to as the “Agreement”), and the supplemental release attached as Schedule A, is to outline your retirement arrangement and to release the Company from all legally waivable claims. The retirement terms set out in Sections 1 and 2 of this Agreement are contingent on the Company receiving approval of those terms from the Compensation Committee of the Board of Directors at its February 16, 2021 meeting.

Vanguard Charlotte FundsAmended and Restated Master Custodian Agreement (February 17th, 2021)

This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). Each Fund and the Custodian agree that this Agreement merges, integrates and supersedes all prior agreements, side letters and understandings between the parties with respect to the matters contained herein; provided, however, that the continuation of any other agreements that may reference the Master Custodian Agreement between the Custodian and the Fund dated prior to the date hereof (“Prior Agreement”) is not intended to be affected by the fact of this amendment and restatement of the Master Custodian Agreement, and reference in such other agreements to a Prior Agreement shall be considered to be a reference to

Pegasystems IncLEASE TERMINATION AGREEMENT (February 17th, 2021)

This LEASE TERMINATION AGREEMENT (this “Agreement”) is dated and effective as of February 12, 2021 (the “Effective Date”), by and between CHARLES PARK OWNER LLC, a Delaware limited liability company (“New Venture” or “Landlord”), and PEGASYSTEMS INC., a Massachusetts corporation (“Tenant”).

Analog Devices IncPERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (February 17th, 2021)

We are pleased to advise you (the “Participant”) that Analog Devices, Inc., a Massachusetts corporation (the “Company”), has granted to the Participant that number of Performance Restricted Stock Units (“Performance RSUs”) set forth below, subject to the terms and conditions of the Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”) and this Performance Restricted Stock Unit Agreement, including Appendix A, which includes additional performance-based vesting conditions, and Appendix B, which includes any applicable country-specific provisions. This Performance Restricted Stock Unit Agreement, together with Appendix A and Appendix B, is referred to as the “Agreement.” The grant of Performance RSUs reflects the Company’s confidence in the Participant’s commitment and contributions to the success and continued growth of the Company. All terms not defined in this Agreement shall have the meaning set forth in the Plan.

Analog Devices IncPERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (February 17th, 2021)

We are pleased to advise you (the “Participant”) that Analog Devices, Inc., a Massachusetts corporation (the “Company”), has granted to the Participant that number of Performance Restricted Stock Units (“Performance RSUs”) set forth below, subject to the terms and conditions of the Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”) and this Performance Restricted Stock Unit Agreement, including Appendix A, which includes additional performance-based vesting conditions, and Appendix B, which includes any applicable country-specific provisions. This Performance Restricted Stock Unit Agreement, together with Appendix A and Appendix B, is referred to as the “Agreement.” The grant of Performance RSUs reflects the Company’s confidence in the Participant’s commitment and contributions to the success and continued growth of the Company. All terms not defined in this Agreement shall have the meaning set forth in the Plan.

Analog Devices IncPERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (February 17th, 2021)

We are pleased to advise you (the “Participant”) that Analog Devices, Inc., a Massachusetts corporation (the “Company”), has granted to the Participant that number of Performance Restricted Stock Units (“Performance RSUs”) set forth below, subject to the terms and conditions of the Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”) and this Performance Restricted Stock Unit Agreement, including Appendix A, which includes additional performance-based vesting conditions, and Appendix B, which includes any applicable country-specific provisions. This Performance Restricted Stock Unit Agreement, together with Appendix A and Appendix B, is referred to as the “Agreement.” The grant of Performance RSUs reflects the Company’s confidence in the Participant’s commitment and contributions to the success and continued growth of the Company. All terms not defined in this Agreement shall have the meaning set forth in the Plan.

January 2017, Version 1.1 (February 16th, 2021)

This O-TTPS Recognized Assessor Agreement (“Agreement”) is entered by and between the following Parties: The Open Group, L.L.C. (“The Open Group”) and the O-TTPS Recognized Assessor described in Clause 1.10 below and more particularly described in the signature section of this Agreement.

APPLICATION PROGRAMMING INTERFACE (API) END-USER LICENSE AGREEMENT (February 16th, 2021)

This Application Programming Interface (API) End-User License Agreement (this “Agreement”) is a legally binding agreement between you or the entity you represent (“you” or “Customer”) and SevOne, Inc. (“SevOne”), and governs your access to, use of and other interaction with the SevOne API. By accessing or using the SevOne API, you agree to be bound by all of the terms of this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INTERACT WITH THE SEVONE API.

APPENDIX C – PAYOR CONTRACTS (February 15th, 2021)
MML Series Investment Fund IIINVESTMENT MANAGEMENT AGREEMENT for MML iShares® 80/20 Allocation Fund (February 12th, 2021)

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [ , 2021], is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series MML iShares 80/20 Allocation Fund (the “Fund”).

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Invesco Advisers, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Equity Momentum Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 18th day of November, 2020.

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Brandywine Global Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Equity Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 31st day of July, 2020.