Minnesota Sample Contracts

Technology Finance Master Lease Agreement (January 15th, 2019)

THIS LEASE ("Lease"), dated as of January 04, 2019, is made by and between U.S. Bank Equipment Finance, a division of U.S. Bank National Association, having its principal office at PO BOX 230789, Portland, OR 97281-0789 ("Lessor"), and PARK CITY GROUP, INC., having its principal office at 229 S MAIN ST STE 2225, SALT LAKE CITY, UT 84111 ("Lessee").

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").

Stockholders Agreement (January 15th, 2019)

This Stockholders Agreement (this "Agreement"), dated as of January 14, 2019 is entered into between Golden Entertainment, Inc., a Minnesota corporation (the "Company"), and the Stockholders (including the Designated Stockholders), set forth on Exhibit A hereto (each, a "Stockholder" and collectively, the "Stockholders"). The Stockholders and the Company are each a "Party" and collectively the "Parties".

Skyline Medical Inc. – Subscription Agreement FOR COMMON STOCK (January 14th, 2019)
Skyline Medical Inc. – Amended and Restated Promissory Note (January 14th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS INC., a Delaware corporation (hereinafter called the "Borrower"), as of January 8, 2019 (the "Issue Date"), hereby promises to pay to the order of Carl Schwartz, or his registered assigns (the "Holder") the principal sum of $1,320,000.00 (the "Principal Amount"), together with interest at the rate of eight percent (8%) per annum on the Principal Amount accruing from the date of each advance as described herein, at maturity or upon acceleration or otherwise, as set forth in this Amended and Restated Promissory Note (the "Note"). The first advance of $370,000.00 was made on November 30, 2018, and the second advance of $950,000.00 was made on January 8, 2019. The maturity date for the Note shall be January 8, 2020 (the "Maturity Date"), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note has been executed not in payment or satisfaction of, but as a complete a

John Deere Receivables LLC – Contract (January 14th, 2019)
Skyline Medical Inc. – Contract (January 14th, 2019)
US$750,000,000 CREDIT AGREEMENT Dated as of January 11, 2019 Among Johnson Controls International Plc, as Borrower, the Lenders Parties Hereto and U.S. Bank National Association, as Administrative Agent U.S. Bank National Association, Sole Lead Arranger and Sole Bookrunner (January 11th, 2019)
Wells Fargo & Company 8-K (January 11th, 2019)
THIS AMENDMENT NO. 8 (This Amendment) Dated as of January 11, 2019 Is Entered Into by and Among TAXI MEDALLION LOAN TRUST III, a Delaware Statutory Trust (The Borrower), MEDALLION FUNDING LLC (Successor by Merger to Medallion Funding Corp.), a New York Limited Liability Company (The Transferor), MEDALLION FINANCIAL CORP., a Delaware Corporation (Parent), MEDALLION CAPITAL, INC., a Minnesota Corporation (Medallion Capital), FRESHSTART VENTURE CAPITAL CORP., a New York Corporation (Freshstart And, Together With the Borrower, the Transferor, Parent and Medallion Capital, the MF/Borrower Related P (January 11th, 2019)
[Face of Note] (January 11th, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

$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:

4.07% Senior Notes, Series A, Due March 13, 2026 (January 11th, 2019)

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to the Note Purchase and Guarantee Agreement, dated as of January 9, 2019 (as from time to time amended, the "Note Purchase and Guarantee Agreement"), among the Company, Paychex, Inc., a Delaware corporation (the "Parent"), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase and Guarantee Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

4.25% Senior Notes, Series B, Due March 13, 2029 (January 11th, 2019)

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to the Note Purchase and Guarantee Agreement, dated as of January 9, 2019 (as from time to time amended, the "Note Purchase and Guarantee Agreement"), among the Company, Paychex, Inc., a Delaware corporation (the "Parent"), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase and Guarantee Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

Agiliti, Inc. \De – Tax Receivable Agreement (January 10th, 2019)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of January 4, 2019 is hereby entered into by and among Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (the Company), Agiliti, Inc., a Delaware corporation, as guarantor hereunder (PubCo), IPC/UHS, L.P., solely in the capacity of the Stockholders Representative (the Stockholders Representative), and each of the successors and assigns thereto.

Transition Agreement (January 10th, 2019)

THIS TRANSITION AGREEMENT (the Agreement) is made and entered into effective January 7, 2019 (Effective Date), by and among Target Corporation, a Minnesota corporation (Target), Target Enterprise, Inc. (Target Enterprise) a subsidiary of Target (Target and Target Enterprise collectively, the Company) and Cathy R. Smith (Executive).

Federal Street Acquisition Corp. – Advisory Services Agreement (January 10th, 2019)

This ADVISORY SERVICES AGREEMENT (this Agreement) is entered into as of January 4, 2019 by and among (i) Agiliti, Inc., a Delaware corporation (TopCo), (ii) Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (Holdco), (iii) Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.), a Delaware corporation (OpCo, and, together with TopCo, and Holdco each, a Company, and collectively, the Companies), and (iv) THL Managers VIII, LLC, a Delaware limited liability company (the Manager).

Agiliti, Inc. \De – Advisory Services Agreement (January 10th, 2019)

This ADVISORY SERVICES AGREEMENT (this Agreement) is entered into as of January 4, 2019 by and among (i) Agiliti, Inc., a Delaware corporation (TopCo), (ii) Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (Holdco), (iii) Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.), a Delaware corporation (OpCo, and, together with TopCo, and Holdco each, a Company, and collectively, the Companies), and (iv) THL Managers VIII, LLC, a Delaware limited liability company (the Manager).

Agiliti, Inc. \De – Registration Rights Agreement (January 10th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 4, 2019, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the Company), THL Agiliti LLC, a Delaware limited liability company (THL Agiliti), Thomas J. Leonard (the Executive), and the individuals listed as Other Holders on the signature pages hereto (the Other Holders and, together with THL Agiliti, the Executive and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a Holder and collectively the Holders).

Federal Street Acquisition Corp. – Contract (January 10th, 2019)
Agiliti, Inc. \De – Director Nomination Agreement (January 10th, 2019)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of January 4, 2019 (the Effective Time), by and among Agiliti, Inc., a Delaware corporation (the Company), and THL Agiliti LLC, a Delaware limited liability company (the Shareholder).

Agiliti, Inc. \De – Form of Indemnity Agreement (January 10th, 2019)

THIS INDEMNITY AGREEMENT (this Agreement) is made as of [*], 2018, by and between AGILITI, INC., a Delaware corporation (the Company), and [*] (Indemnitee).

Citigroup Commercial Mortgage Trust 2018-C6 – Article Ii Conveyance of Mortgage Loans; Original Issuance of Certificates (January 9th, 2019)

This Pooling and Servicing Agreement is dated and effective as of December 1, 2018, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

Benchmark 2018-B7 Mortgage Trust – Contract (January 4th, 2019)
[Face of Note] (January 4th, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Consolidated Communications Holdings – Contract (January 4th, 2019)

SEVENTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of December 31, 2018, among Consolidated Communications, Inc., an Illinois corporation (as successor to Consolidated Communications Finance II Co., the "Company"), the Guarantors listed on the signature page hereto which is a subsidiary of the Company (the "Guarantors"), and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee under the Indenture referred to below (the "Trustee"). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

Original Source Entertainment, Inc. – Contract (January 4th, 2019)
Benchmark 2018-B7 Mortgage Trust – Contract (January 4th, 2019)
GWG Holdings, Inc. – Contract (January 4th, 2019)
BBCMS Mortgage Trust 2018-C2 – Contract (January 4th, 2019)
[Face of Note] (January 3rd, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Calyxt, Inc. – December 19, 2018 Mr. Bill Koschak Dear Mr. Koschak, on Behalf of Calyxt, Inc., (The Company), I Am Pleased to Offer You a Position With the Company as Chief Financial Officer. This Offer Letter Agreement (This Letter) Sets Forth the Terms of Your Offer Which, if You Accept, Will Govern Your Employment With the Company. (January 3rd, 2019)
Wells Fargo Commercial Mortgage Trust 2018-C48 – Contract (January 3rd, 2019)
[Face of Note] (January 3rd, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[Face of Note] (January 3rd, 2019)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.