Michigan Sample Contracts

Asset Purchase Agreement (January 15th, 2019)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into and effective as of January 11, 2019, by and among GlyEco, Inc., a Nevada corporation ("GlyEco"), GlyEco Acquisition Corp #1, an Arizona corporation ("Acquisition Corp #1"), GlyEco Acquisition Corp #2, an Arizona corporation ("Acquisition Corp #2"), GlyEco Acquisition Corp #3, an Arizona corporation ("Acquisition Corp #3"), GlyEco Acquisition Corp #5, an Arizona corporation ("Acquisition Corp #5"), GlyEco Acquisition Corp #6, an Arizona corporation ("Acquisition Corp #6"), GlyEco Acquisition Corp #7, an Arizona corporation ("Acquisition Corp #7", and collectively with GlyEco, Acquisition Corp #1, Acquisition Corp #2, Acquisition Corp #3, Acquisition Corp #5 and Acquisition Corp #6, referred to herein as "Seller"), and Heritage-Crystal Clean, LLC, an Indiana limited liability company ("Purchaser").

Itc Holdings – NINTH SUPPLEMENTAL INDENTURE Between MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee (January 15th, 2019)

NINTH SUPPLEMENTAL INDENTURE (this NINTH SUPPLEMENTAL INDENTURE), dated as of November 28, 2018, between MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC, a limited liability company organized and existing under the laws of the State of Michigan (herein called the Company), having its principal office at 27175 Energy Way, Novi, Michigan 48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association organized under the laws of the United States, as trustee (herein called the Trustee), the office of the Trustee at which on the date hereof its corporate trust business is administered being 2 N. LaSalle, Suite 700, Chicago, Illinois 60602.

CREDIT AGREEMENT DATED AS OF JANUARY 11, 2019 AMONG THE ANDERSONS, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A., BMO HARRIS BANK N.A., BANK OF THE WEST, FIFTH THIRD BANK, and ABN AMRO CAPITAL USA LLC, AS CO-SYNDICATION AGENTS BRANCH BANKING AND TRUST COMPANY and CITIBANK, N.A., AS CO-DOCUMENTATION AGENTS (January 14th, 2019)

This Credit Agreement (the "Agreement"), dated as of January 11, 2019, is among THE ANDERSONS, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

Restrictive Covenants and General Release Agreement (January 11th, 2019)

THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into on January 8, 2019 between Michael H. Michalak (hereafter "Executive") and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as "Comerica"). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive's employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.

Cirius Therapeutics, Inc. – Assignment and Assumption of Lease (January 11th, 2019)
Cirius Therapeutics, Inc. – Cirius Therapeutics, Inc. Loan and Security Agreement (January 11th, 2019)
$400,000,000 4.07% Senior Notes, Series A, Due March 13, 2026 (January 11th, 2019)

Paychex of New York LLC, a Delaware limited liability company (the "Company"), and Paychex, Inc., a Delaware corporation (the "Parent" and collectively with the Company, the "Obligors"), jointly and severally, agree with each of the Purchasers as follows:

Cirius Therapeutics, Inc. – Cirius Therapeutics, Inc. Amended and Restated Investor Rights Agreement (January 11th, 2019)
Cirius Therapeutics, Inc. – OFFICE BUILDING LEASE BETWEEN DMCP 72 OWNER, LLC, a Delaware Limited Liability Company (AS LANDLORD) AND CIRIUS THERAPEUTICS, INC., a Delaware Corporation (AS TENANT) April 25, 2017 12651 High Bluff Drive San Diego, California (January 11th, 2019)
Jason Industries, Inc. – Indenture (January 10th, 2019)

THIS INDENTURE, dated as of ______________, between Jason Industries, Inc., a Delaware corporation (the "Company"), and ___________________, a national banking association, as trustee (the "Trustee").

Jason Industries, Inc. – Indenture (January 10th, 2019)

THIS INDENTURE, dated as of ______________, between Jason Industries, Inc., a Delaware corporation (the "Company"), and ___________________, a national banking association, as trustee (the "Trustee").

Herman Miller, Inc. 2011 Long-Term Incentive Plan Hmva Performance Share Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on August 22, 2018 (the "Award Date"), granted to Andrea Owen (the "Participant") an award (the "Award") of 16,383 target Performance Share Units (the "Target Performance Share Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

Herman Miller, Inc. Long-Term Incentive Plan Stock Option Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on August 22, 2018 (the "Award Date"), granted to Andrea Owen (the "Participant") an award (the "Award") of an option to purchase 77,447 shares of the Company's common stock, par value $.20 per share (the "Option Shares") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Option Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Option Agreement by reference, and in the event of any conflict between the terms of the Plan and this Option Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

Jabil Inc. Restricted Stock Unit Award Agreement (Tbrsu Oeu) (January 9th, 2019)
Jabil Inc. Restricted Stock Unit Award Agreement (Pbrsu Tsr - Oneu) (January 9th, 2019)
Jabil Inc. Restricted Stock Unit Award Agreement (Tbrsu Oneu) (January 9th, 2019)
JABIL INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (PBRSU EPS - Executive-Eu) (January 9th, 2019)
AMENDMENT NO. 9 Dated as of November 30, 2018 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000 (January 9th, 2019)

This AMENDMENT NO. 9 (this "Amendment"), dated as of November 30, 2018, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS REMAINING ORIGINATORS (each, a "Remaining Originator"; and collectively, the "Remaining Originators"), WORTHINGTON TORCH, LLC, an Ohio limited liability company (the "Released Originator"), and WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the "Company").

Herman Miller, Inc. 2011 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on August 22, 2018 (the "Award Date"), granted to Andrea Owen (the "Participant") an award (the "Award") of 16,383 restricted stock units (the "Restricted Stock Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this agreement (the "Award Agreement"). A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.

Herman Miller, Inc. 2011 Long-Term Incentive Plan Tsr Performance Share Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on August 22, 2018 (the "Award Date"), granted to Andrea Owen (the "Participant") an award (the "Award") of 12,164 target Performance Share Units (the "Target Performance Share Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

JABIL INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (PBRSU EPS Executive Non-Eu) (January 9th, 2019)
Jabil Inc. Restricted Stock Unit Award Agreement (Pbrsu Tsr - Oeu) (January 9th, 2019)
Diplomat Pharmacy – Separation & Release Agreement (January 7th, 2019)

In consideration for certain benefits granted to the undersigned (the "Employee") as set forth in this release, to which Employee is not otherwise entitled, Employee hereby executes and delivers this release (this "Release") as of the date set forth on the signature page below.

Nuvectra Corp – Stock Purchase Agreement (January 7th, 2019)

This Stock Purchase Agreement (this "Agreement"), dated as of December 31, 2018, is entered into by and among Nuvectra Corporation, a Delaware corporation ("Seller") and NEL Group, Inc., a Delaware corporation ("Buyer").

Zivo Bioscience, Inc. – Amended Change of Control Agreement (January 7th, 2019)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this "Agreement"), is made on this 31st day of December, 2018, by and between Zivo Bioscience, Inc. (the "Company") and (the "Employee").

Nuvectra Corp – Consent and Third Amendment to Loan and Security Agreement (January 7th, 2019)

THIS CONSENT AND THIRD AMENDMENT to Loan and Security Agreement (this "Amendment") is entered into as of December 31, 2018, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a "Lender" and collectively, the "Lenders") including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 ("Bank" or "SVB") and NUVECTRA CORPORATION, a Delaware corporation ("Nuvectra"), ALGOSTIM, LLC, a Delaware limited liability company ("Algostim"), and PELVISTIM LLC, a Delaware limited liability company ("PelviStim"), each with offices located at 5830 Granite Parkway, Suite 1100, Plano, TX 75024 (Nuvectra, Algostim, an

Select Interior Concepts, Inc. – Fifth Amendment to Financing Agreement (January 4th, 2019)

FIFTH AMENDMENT TO FINANCING AGREEMENT, dated as of December 31, 2018 (this "Amendment"), to the Financing Agreement, dated as of February 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company ("AGM"), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company ("Pental" and together with AGM and each Subsidiary of Ultimate Parent (as defined therein) that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), the financial institutions from time to time party thereto as lenders (collectively, the "Lenders") and CERBERUS BUSINESS FINANCE, LLC ("Cerberus"), as agent for the Lenders (in such capacity, the "Agent").

Gentherm – Gentherm Incorporated Deferred Compensation Plan Performance-Based Award Agreement (January 4th, 2019)

This Deferred Compensation Agreement (this "Agreement") is entered into as of December 31, 2018 by and between Gentherm Incorporated, a Michigan corporation (the "Company"), and Phillip M. Eyler (the "Executive").

Gentherm – GENTHERM INCORPORATED DEFERRED COMPENSATION PLAN as Effective as of January 1, 2019 (January 4th, 2019)
Original Source Entertainment, Inc. – NeuroOne Medical Technologies Corporation [Form Of] Common Stock Purchase Warrant (January 4th, 2019)

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, (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.

Griffin-American Healthcare REIT IV, Inc. – Master Lease (January 4th, 2019)

THIS MASTER LEASE (the "Lease") is made as of the 28th day of December, 2018, (the "Effective Date") between GAHC4 LANSING MI ALF, LLC ("Edgewood Landlord"), GAHC4 HOLLAND MI AFL, LLC ("Holland Meadows Landlord"), GAHC4 HOWELL MI ALF, LLC ("Howell Landlord"), GAHC4 RIVERSIDE GRAND RAPIDS MI ALF, LLC ("Riverside Gardens Landlord"), and GAHC4 WYOMING MI ALF, LLC ("Wyoming Landlord") (each a Delaware limited liability company, individually and collectively, "Landlord"), and VISTA MICHIGAN OPERATIONS LLC, a Michigan limited liability company ("Tenant").

Daybreak Oil & Gas, Inc. – Production Payment Interest Purchase Agreement (January 3rd, 2019)

This Production Payment Interest Purchase Agreement (this "Agreement") is entered into among Daybreak Oil and Gas, Inc., a Washington corporation (the "Company"), and the persons and entities (each individually a "Purchaser," and collectively, the "Purchasers") named on the Schedule of Purchasers attached hereto (the "Schedule of Purchasers").

LADDER CAPITAL CORP Class a Common Stock ($0.001 Par Value) AT-THE-MARKET EQUITY DISTRIBUTION AGREEMENT (January 3rd, 2019)

Ladder Capital Corp, a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through [ ], as sales agent and/or principal (the Agent), shares (the Shares) of the Companys Class A common stock, $0.001 par value (the Common Stock), having an aggregate gross sales price of up to $100,000,000 on the terms set forth in Section 2 of this At-the-Market Equity Distribution Agreement (this Agreement). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a Terms Agreement) in substantially the form of Annex 1 hereto, relating to such sale in accordance with Section 2 of this Agreement.

Daybreak Oil & Gas, Inc. – Securities Purchase Agreement (January 3rd, 2019)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of December 27 , 2018 (the Effective Date), is entered into by and between MAXIMILLIAN RESOURCES, LLC, a Delaware limited liability company (Seller), and DAYBREAK OIL AND GAS, INC., a Washington corporation (Purchaser).

Stealth BioTherapeutics Corp – Agreement (December 28th, 2018)