Michigan Sample Contracts

Original Source Entertainment, Inc. – NeuroOne Medical Technologies Corporation Common Stock Purchase Warrant (July 13th, 2018)

This Warrant is issued in connection with the Company's private placement solely to accredited investors of units, each consisting of 1 share of the Company's common stock, par value $0.001 per share (the "Common Stock"), and a warrant to purchase 1 share of Common Stock, for minimum gross proceeds of $100,000 and up to a maximum of $10,000,000 (and up to an additional $1,500,000 to cover over-allotment subscriptions) (the "Private Placement"), which may be issued in one or more closings, in accordance with, and subject to, the terms and conditions described in the Subscription Agreement, dated as of even date herewith (the "Subscription Agreement"). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Subscription Agreement.

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 13, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JAGR Hotel Portfolio (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 13, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Rockwell Medical Technologies, Inc. – STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND ROCKWELL MEDICAL, INC., Plaintiff, Case No. 2018-165893-Cb v. Ron. Wendy Potts ROBERT CHIOINI and THOMAS KLEMA, Defendants. ORDER REGARDING APPROVAL OF TERM SHEET AND DISMISSAL OF LITIGATION WITHOUT PREJUDICE at a Session of Court Held in the City of Pontiac, County of Oakland, State of Michigan, on Present: Ron. Wendy L. Potts Circuit Judge IT IS ORDERED That the June 20,2018 Term Sheet, as Amended on July 11, 2018, Attached as Exhibit A, Is Adopted as an Order of This Court. IT IS ORDERED FURTHER That Based on This Term Sheet t (July 13th, 2018)
Kadant Inc – Promissory Note (July 12th, 2018)

FOR VALUE RECEIVED, Kadant Inc., a Delaware corporation ("Kadant"), Kadant Johnson LLC, a Delaware limited liability company ("Kadant Johnson"), and Kadant Black Clawson LLC, a Delaware limited liability company ("Kadant Black") and Verus Lebanon, LLC a Delaware limited liability company having an address c/o Kadant Inc., One Technology Park Drive, Westford, MA 01886 ("Verus", and together with Kadant, Kadant Johnson, Kadant Black and their respective successors and assigns, the "Borrowers"), promise to pay to Citizens Bank, N.A. (together with its successors and assigns, the "Bank"), or order, at the Bank's place of business located at 28 State Street, Boston, Massachusetts 02109, or at such other place as the Bank may designate to the Borrowers from time to time, the principal sum of TWENTY-ONE MILLION DOLLARS ($21,000,000.00), together with interest on the unpaid principal balance as set forth below.

Kadant Inc – Mortgage (July 12th, 2018)

THIS MORTGAGE (this "Mortgage"), dated as of the 6th day of July, 2018 is made by Kadant Johnson LLC, a Delaware limited liability company ("Mortgagor"), having a place of business c/o Kadant Inc., One Technology Park Drive, Westford, MA 01886 in favor of Citizens Bank, N.A. (the "Mortgagee"), having an office at 28 State Street, Boston, MA 02109.

Workhorse Group Inc. – Loan Agreement (July 10th, 2018)

THIS LOAN AGREEMENT (this "Agreement") dated as of July 6, 2018 (the "Effective Date"), between _______________, a Cayman Islands exempted limited partnership ("Lender"), and WORKHORSE GROUP INC., a Nevada corporation ("Borrower"), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

Griffin Land & Nurseries, Inc. – CONSTRUCTION LOAN AGREEMENT Dated March 29, 2018 by and Between STATE FARM LIFE INSURANCE COMPANY ("State Farm") and TRADEPORT DEVELOPMENT VI, LLC ("Borrower") (July 10th, 2018)

This CONSTRUCTION LOAN AGREEMENT is made and executed as of the 29th day of March, 2018, by and between STATE FARM LIFE INSURANCE COMPANY, an Illinois corporation ("State Farm"), and TRADEPORT DEVELOPMENT VI, LLC ("Borrower"), in respect of a loan in the maximum aggregate principal amount of up to Fourteen Million Two Hundred Eighty Seven Thousand Five Hundred and 00/100 Dollars ($14,287,500.00). For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Membership Interest Purchase Agreement (July 10th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 30, 2018 (the "Effective Date"), is being entered into by and among SUPERIOR PLUS ENERGY SERVICES INC., a New York corporation ("Purchaser"), NGL ENERGY OPERATING, LLC, a Delaware limited liability company ("Seller"), and NGL ENERGY PARTNERS LP, a Delaware limited partnership ("NGL LP," and together with Seller, the "Selling Group).

Select Interior Concepts, Inc. – Second Amendment to Loan and Security Agreement and Joinder (July 9th, 2018)

THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT DAT ED AS OF JUNE 23, 2015 BY AND BETWEEN BANK OF AMERICA, N.A. AS ABL AGENT (AS DEFINED THEREIN) FOR THE ABL CREDITORS (AS DEFINED THEREIN) AND MONROE CAPITAL MANAGEMENT ADVISORS, LLC, AS TERM AGENT (AS DEFINED THEREIN) FOR THE TERM CREDITORS (AS DEFINED THEREIN) AND ACKNOWLEDGED BY THE BORROWER AND THE OBLIGORS NAMED THEREIN, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.Loan and Secured Agreement dated as of June 23, 2015, as amended by that certain (i) First Amendment and Consent to Loan and Security Agreement, dated as of January 4, 2016 and (ii) Second Amendment to Loan and Security Agreement and Joinder dated as of February 28, 2017.

Select Interior Concepts, Inc. – FINANCING AGREEMENT Dated as of February 28, 2017 ARCHITECTURAL GRANITE & MARBLE, LLC AND EACH OF ITS SUBSIDIARIES LISTED AS a BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, the Financial Institutions Party Hereto From Time to Time as Lenders, and CERBERUS BUSINESS FINANCE, LLC, as Agent (July 9th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (AGM), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (Pental and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a Borrower hereunder, each a Borrower and collectively, the Borrowers), the financial institutions party hereto from time to time as lenders (collectively, the Lenders) and CERBERUS BUSINESS FINANCE, LLC (Cerberus), as agent for the Lenders (in such capacity, the Agent).

Cco Holdings Llc – Cross-Reference Table* (July 9th, 2018)

TENTH SUPPLEMENTAL INDENTURE dated as of July 3, 2018 (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 (together with its successors in such capacity, the Trustee) and as Collateral Agent (together with its successors in such capacity, the Collateral Agent).

Broadstone Net Lease Inc – 5.09% Series B Guaranteed Senior Notes Due July 2, 2028 5.19% Series C Guaranteed Senior Notes Due July 2, 2030 (July 6th, 2018)
Stock Purchase Agreement (July 6th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 2, 2018, is made by and among Atco Rubber Products, Inc., a Michigan corporation (the "Company"), the Persons named as "Sellers" on the signature pages hereto (each a "Seller" and, collectively, the "Sellers"), Mueller Industries, Inc., a Delaware corporation (the "Purchaser"), and Ramesh Bhatia, in his capacity as the representative of the Sellers (the "Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.

Fifth Amendment to Second Lien Credit Agreement (July 6th, 2018)

SECOND LIEN CREDIT AGREEMENT (this Agreement) dated as of September 1, 2016, as amended on July 7, 2017 (the First Amendment Effective Date), as further amended on January 9, 2018, as further amended on February 7, 2018, as further amended on March 20, 2018 and as further amended on March 20, 2018, July 5, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (Holdings), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (SRAC), KMART CORPORATION, a Michigan corporation (Kmart Corp.), the guarantors listed on the signature pages hereto or pursuant to any joinder hereto as provided in Sections 6.01(i) and 10.08, the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto as provided in Section 10.10 or through an assignment as provided in Section 9.07 hereof as Lenders, and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator (the Agent).

Original Source Entertainment, Inc. – FORM OF Series 1 Notes Debt Conversion AGREEMENT (July 6th, 2018)

This Debt Conversion Agreement (this "Agreement") is made as of July 2, 2018 (the "Effective Date"), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), and the holder identified on the signature page hereto (the "Holder").

Original Source Entertainment, Inc. – FORM OF Series 2 Notes Debt Conversion AGREEMENT (July 6th, 2018)

This Debt Conversion Agreement (this "Agreement") is made as of July 2, 2018 (the "Effective Date"), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the "Company"), and each holder identified on the signature page hereto (each, a "Holder" and, together, the "Holders").

Volkswagen Auto Loan Enhanced Trust 2018-1 – SALE AND SERVICING AGREEMENT by and Among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2018-1, as Issuer VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller VW CREDIT, INC., as Servicer and CITIBANK, N.A., as Indenture Trustee Dated as of July 3, 2018 (July 3rd, 2018)

SALE AND SERVICING AGREEMENT, dated as of July 3, 2018 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this Agreement), by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2018-1 (the Issuer), a Delaware statutory trust, VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as seller (the Seller), VW CREDIT, INC., a Delaware corporation (VCI), as servicer (in such capacity, the Servicer), and Citibank, N.A., a national banking association, as indenture trustee (the Indenture Trustee).

Chemical Financial Corporation – Executive Employment Agreement (July 3rd, 2018)

This Executive Employment Agreement (the "Agreement") is entered into as of July 1, 2018, by and among Chemical Financial Corporation ("Chemical"), Chemical Bank (the "Bank") and Dennis L. Klaeser (the "Executive").

Chemical Financial Corporation – Executive Employment Agreement (July 3rd, 2018)

This Executive Employment Agreement (the "Agreement") is entered into as of July 1, 2018, by and among Chemical Financial Corporation ("Chemical"), Chemical Bank (the "Bank") and Thomas C. Shafer (the "Executive").

American Complex Care Inc – Amendment to Certain Loan Documents (July 3rd, 2018)

THIS AMENDMENT TO CERTAIN LOAN DOCUMENTS ("Amendment") is made and executed as of the 27th day of June, 2018 ("Effective Date"), by and among SUMMER ENERGY, LLC, a Texas limited liability company ("Borrower"), SUMMER ENERGY HOLDINGS, INC., a Nevada corporation ("Guarantor"), and BLUE WATER CAPITAL FUNDING, LLC, a Florida limited liability company ("Lender").

Asset Based Lending (July 2nd, 2018)

CREDIT AGREEMENT dated as of June 26, 2018 (as it may be amended or modified from time to time, this "Agreement") among SOTHEBY'S, a Delaware corporation, the other BORROWERS party hereto, the other Loan Parties party hereto, the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Veoneer, Inc. – Distribution Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This DISTRIBUTION AGREEMENT, dated as of June 28, 2018 (this Agreement), is by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Autoliv and Veoneer are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Endra Inc. – Securities Purchase Agreement (July 2nd, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement") is dated as of the 28th day of June 2018, by and between ENDRA Life Sciences, Inc., a Delaware corporation (the "Company"), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a "Buyer" and all of such individuals or entities, collectively, the "Buyers").

Veoneer, Inc. – Employee Matters Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This EMPLOYEE MATTERS AGREEMENT, dated as of June 28, 2018 (this Agreement), is by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Distribution Agreement.

Tax Matters Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This TAX MATTERS AGREEMENT (this Agreement) dated as of June 28, 2018, by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Amended and Restated Master Transition Services Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT, dated as of June 28, 2018 and effective as of the Distribution Effective Time (this Agreement), is by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Autoliv and Veoneer are sometimes collectively referred to as the Parties and each is individually referred to as a Party.

Employee Matters Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This EMPLOYEE MATTERS AGREEMENT, dated as of June 28, 2018 (this Agreement), is by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Distribution Agreement.

Veoneer, Inc. – Tax Matters Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This TAX MATTERS AGREEMENT (this Agreement) dated as of June 28, 2018, by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Summit Semiconductor Inc. – Second Amendment to Asset Purchase Agreement (July 2nd, 2018)

This Second Amendment to Asset Purchase Agreement (the "Amendment") is made effective as of December 5, 2016, by and between Hallo Development Co. LLC, a Michigan limited liability company ("Hallo") and Summit Semiconductor LLC, a Delaware limited liability company ("Summit"), and modifies and amends certain terms of that Asset Purchase Agreement dated June 25, 2008 between Hallo and Focus Enhancements, Inc., a Delaware corporation ("Focus"), as amended by that certain Amendment to Asset Purchase Agreement dated October 26, 2010 between Hallo and Focus (as amended, the "Asset Purchase Agreement"). Focus subsequently assigned its rights and obligations under the Asset Purchase Agreement to Summit pursuant to an Asset Purchase Agreement between Focus and Summit dated July 31, 2010. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to each in the Asset Purchase Agreement.

Veoneer, Inc. – Amended and Restated Master Transition Services Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT, dated as of June 28, 2018 and effective as of the Distribution Effective Time (this Agreement), is by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Autoliv and Veoneer are sometimes collectively referred to as the Parties and each is individually referred to as a Party.

Summit Semiconductor Inc. – Asset Purchase Agreement (July 2nd, 2018)

This Asset Purchase Agreement ("Agreement") is made as of the last date signed by both parties hereunder (the "Effective Date"), by and between Hallo Development Co., LLC, a Michigan limited liability company (the "Seller"), with its principal place of business at the address set forth below and Focus Enhancements, Inc. a Delaware corporation (the "Purchaser"), whose principal place of business is at the address set forth below. Together, Seller and Purchaser are the "Parties" each a "Party"

Distribution Agreement by and Between Autoliv, Inc. And Veoneer, Inc. Dated as of June 28, 2018 (July 2nd, 2018)

This DISTRIBUTION AGREEMENT, dated as of June 28, 2018 (this Agreement), is by and between Autoliv, Inc., a Delaware corporation (Autoliv), and Veoneer, Inc., a Delaware corporation (Veoneer). Autoliv and Veoneer are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Summit Semiconductor Inc. – Amendment to Asset Purchase Agreement (July 2nd, 2018)

This Amendment ("Amendment") to the Asset Purchase Agreement dated June 25, 2008 ("Agreement") between Hallo Development Co., LLC ("Hallo") and Focus Enhancements, Inc. ("Focus") is entered into as of the 26 day of October, 2010.

Berry Petroleum Corp – Transition Services and Separation Agreement (June 29th, 2018)
Volkswagen Auto Loan Enhanced Trust 2018-1 – SALE AND SERVICING AGREEMENT by and Among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2018-1, as Issuer VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller VW CREDIT, INC., as Servicer and CITIBANK, N.A., as Indenture Trustee Dated as of July 3, 2018 (June 29th, 2018)

SALE AND SERVICING AGREEMENT, dated as of July 3, 2018 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this Agreement), by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2018-1 (the Issuer), a Delaware statutory trust, VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as seller (the Seller), VW CREDIT, INC., a Delaware corporation (VCI), as servicer (in such capacity, the Servicer), and Citibank, N.A., a national banking association, as indenture trustee (the Indenture Trustee).