Wisconsin Sample Contracts

Registration Rights Agreement (July 20th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (Rockwell), each of which is sometimes referred to herein as a Party and collectively as the Parties.

Pebblebrook Hotel Trust Sends Letter to Board of Lasalle Hotel Properties (July 20th, 2018)

BETHESDA, MD, JULY 20, 2018 - Pebblebrook Hotel Trust (NYSE:PEB) ("Pebblebrook") today sent a letter to the Board of Trustees of LaSalle Hotel Properties (NYSE:LHO) ("LaSalle") to reconfirm its proposal for a strategic combination of the two companies, which remains outstanding, request that the LaSalle Board reevaluate our proposal given the current facts and circumstances, and that LaSalle determine it to be "Superior."

Contract (July 20th, 2018)

INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT, dated as of July 19, 2018 (this "Amendment"), is made and entered into by and among Clean Harbors, Inc., a Massachusetts corporation (the "Borrower"), each of the entities listed as an Incremental Lender on the signature pages hereto (each, an "Incremental Lender" and, collectively, the "Incremental Lenders"), Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent (in such capacity, the "Agent") and the other Loan Parties as of the date hereof.

Registration Rights Agreement (July 19th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (Rockwell), each of which is sometimes referred to herein as a Party and collectively as the Parties.

AgeX Therapeutics, Inc. – License Agreement (July 19th, 2018)

This License Agreement ("Agreement") is made and entered into as of August 17, 2017 (the "Effective Date"), by and between ES Cell International Pte Ltd., a corporation wholly owned by BioTime, Inc. ("BioTime") and duly established under the laws of Singapore, having its registered office at 1010 Atlantic Avenue, Alameda, CA 94501 ("ESI"), and AgeX Therapeutics, Inc., a Delaware corporation ("AgeX"). ESI and AgeX are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".

VivoPower International PLC – BRIDGE LOAN AGREEMENT by and Between VIVOPOWER USA LLC a Delaware Limited Liability Company ("Borrower") and NEW ENERGY SOLAR US CORP. A Delaware Corporation ("Lender") Dated as of May 25, 2018 (July 18th, 2018)

THIS BRIDGE LOAN AGREEMENT (this "Agreement"), is made as of May 25, 2018 (the "Effective Date") by and between VIVOPOWER USA LLC, a Delaware limited liability company (the "Borrower") and NEW ENERGY SOLAR US CORP., a Delaware corporation (the "Lender").

Cellectar Biosciences, Inc. – Series E Common Stock Purchase Warrant Cellectar Biosciences, Inc. (July 18th, 2018)

THIS SERIES E COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its 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 hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on _____1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be the sole registered holder of this Warrant, subject to a Hol

Cellectar Biosciences, Inc. – Lease Agreement Dated ________________, 2018 (July 18th, 2018)

This LEASE AGREEMENT (this "Lease") made between KBS II 100-200 CAMPUS DRIVE, LLC ("Landlord"), a Delaware limited liability company, having an office c/o KBS Capital Advisors, LLC, 590 Madison Avenue, 26th Floor, Asset Management, New York, New York 10022 and Cellectar Biosciences, INC. ("Tenant"), a Delaware corporation, having an address at 3301 Agriculture Drive, Madison, Wisconsin 53716 and having a taxpayer identification number of 04-3321804.

Cellectar Biosciences, Inc. – Underwriting Agreement (July 18th, 2018)
VivoPower International PLC – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among VIVOPOWER US-NC-31 LLC and VIVOPOWER US-NC-47 LLC as Sellers and NES US NC-31 LLC and NES US NC-47 LLC as Buyers Dated as of May 25, 2018 (July 18th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 25, 2018 (this "Agreement"), is made and entered into by and among NES US NC-31 LLC, a Delaware limited liability company ("NC-31 Buyer"), NES US NC-47 LLC, a Delaware limited liability company ("NC-47 Buyer," and together with NC-31 Buyer, "Buyers"), VivoPower US-NC-31 LLC, a Delaware limited liability company ("NC-31 Seller") and VivoPower US-NC-47 LLC, a Delaware limited liability company ("NC-47 Seller," and together with NC-31 Seller, "Sellers"). Each of NC-31 Buyer, NC-47 Buyer, NC-31 Seller and NC-47 Seller is referred to individually as a "Party," and collectively as the "Parties."

RREEF Property Trust, Inc. – Agreement of Purchase and Sale (July 18th, 2018)

THIS AGREEMENT OF PURCHASE AND SALE (the "Agreement") is made and entered into as of the 1st day of June, 2018, by and between THE REALTY ASSOCIATES FUND VIII, L.P., a Delaware limited partnership (the "Seller"), whose principal place of business is located at c/o TA Realty, 28 State Street, 10th Floor, Boston, Massachusetts 02109, and RREEF AMERICA L.L.C., a Delaware limited liability company, or its permitted assigns ("Purchaser"), whose principal place of business is located at 345 Park Avenue, Floor 24, New York, New York 10154-0102.

Madison Gas & Electric Co – Madison Gas and Electric Company $60,000,000 4.19% Senior Notes, Series A, Due 2048 $20,000,000 4.24% Senior Notes, Series B, Due 2053 $20,000,000 4.34% Senior Notes, Series C, Due 2058 Note Purchase Agreement Dated July 16, 2018 (July 17th, 2018)
All For One Media Corp. – Due on Demand Promissory Note (July 17th, 2018)

For va lue received, the undersigned All For One Media Corp (the "Borrower"), at 236 Sarles Street, Mt. Kisco, New York 10549, promises to pay to the order of lronbird Capital Defined Benefit Pension Plan (the "Lender"), at 8300 Wisconsin Ave, Bethesda, Maryland 20814 (or at such other place as the Lender may designate in writing), the sum of $200,000.00 with interest from April 01, 2018, on the unpaid principal at the rate of 5% per annum.

Plymouth Industrial REIT Inc. – Loan Agreement (July 16th, 2018)

THIS LOAN AGREEMENT (the "Agreement") is made as of this 10th day of July, 2018 (the "Effective Date"), by and between Transamerica Life Insurance Company, an Iowa corporation having an office c/o AEGON USA Realty Advisors, LLC, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443 (together with its successors and assigns, the "Lender"), and Plymouth MWG 13040 South Pulaski LLC, Plymouth MWG 11601 South Central LLC, Plymouth MWG 6000 West 73rd LLC, Plymouth MWG 6510 West 73rd LLC, Plymouth MWG 6558 West 73rd LLC, Plymouth MWG 6751 South Sayre LLC, Plymouth MWG 7200 South Mason LLC, Plymouth MWG 1445 Greenleaf LLC, Plymouth MWG 1796 Sherwin LLC, Plymouth 3 West College LLC, Plymouth 1600 Fleetwood LLC, Plymouth South McLean LLC, Plymouth MWG 28160 North Keith LLC, Plymouth MWG 13970 West Laurel LLC, Plymouth MWG 3841 Swanson LLC, Plymouth MWG 525 West Marquette LLC, Plymouth MWG 5110 South 6th LLC, and Plymouth MWG 1750 South Lincoln LLC, each a limited liability company organized un

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").

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) Sheraton Music City (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").

Benchmark 2018-B4 Mortgage Trust – Co-Lender Agreement (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of February 27, 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").

Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 7, 2018 by and Among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH WELLS FARGO BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A. Aventura Mall (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 7, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the "Initial Note 1 Holder", and in its capacity as the initial agent, the "Initial Agent"); DEUTSCHE BANK, AG, NEW YORK BRANCH ("DBNY" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5 and Note B-2, the "Initial Note 2 Holder"); WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the "Initial Note 3 Holder") and MORGAN STANLEY BANK, N.A. ("MSBNA" and together with it

Mammoth Energy Services, Inc. – Third Amendment to Revolving Credit and Security Agreement (July 13th, 2018)

Revolving Credit and Security Agreement dated as of November 25, 2014 among MAMMOTH ENERGY SERVICES, INC., a corporation organized under the laws of the State of Delaware (formerly Mammoth Energy Services Inc.) ("Mammoth"), MAMMOTH ENERGY PARTNERS LLC, a limited liability company under the laws of the State of Delaware (formerly Mammoth Energy Partners LP, a limited partnership under the laws of the State of Delaware) ("Mammoth Partners"), REDBACK ENERGY SERVICES LLC, a limited liability company under the laws of the State of Delaware ("Redback Energy"), REDBACK COIL TUBING LLC, a limited liability company under the laws of the State of Delaware ("Redback Coil"), REDBACK PUMPDOWN SERVICES LLC, a limited liability company under the laws of the State of Delaware ("Redback Pumpdown"), MR. INSPECTIONS LLC, a limited liability company under the laws of the State of Delaware ("Mr. Inspections"), MUSKIE PROPPANT LLC, a limited liability company under the laws of the State of Delaware ("Muskie

Poage Bankshares Inc. – Agreement and Plan of Merger (July 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement") dated as of July 11, 2018 (hereinafter referred to as the "Agreement Date"), is entered into by and between CITY HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as "City"), and POAGE BANKSHARES, INC., a Maryland corporation (hereinafter referred to as "Poage").

City Holding Company – AGREEMENT AND PLAN OF MERGER Dated as of July 11, 2018 by and Between CITY HOLDING COMPANY and POAGE BANKSHARES, INC. (July 12th, 2018)
Hennessy Advisors – Transaction Agreement (July 11th, 2018)

THIS TRANSACTION AGREEMENT is made and entered into on this 10th day of July, 2018, by and between HENNESSY ADVISORS, INC., a California corporation ("Buyer"), and BP CAPITAL FUND ADVISORS, LLC, a Delaware limited liability company ("Seller").

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).

Vaccinex, Inc. – CONFIDENTIAL GPEx(r)-DERIVED CELL LINE SALE AGREEMENT (July 9th, 2018)

This GPEx(r)-Derived Cell Line Sale Agreement (this Agreement) is made as of this 13th day of January, 2010 (Effective Date), by and between Vaccinex, Inc., a Delaware corporation, with a place of business at 1895 Mt. Hope Avenue, Rochester, NY, 14620 (Client), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (Catalent).

Contract (July 9th, 2018)

Letter of Guarantee To: SUZHOU AMSC SUPERCONDUCTOR CO. LTD, WHEREAS AMERICAN SUPERCONDUCTOR CORPORATION, SUZHOU AMSC SUPERCONDUCTOR CO. LTD and AMSC AUSTRIA GMBH and SINOVEL WIND GROUP CO. LTD. (SINOVEL) entered into a Settlement Agreement on _____, 2018, I, WEI Wenyuan (Chinese ID no. [XXX])(hereinunder the Guarantor), in true and free will, agree to provide an unconditional and irrevocable guarantee to SUZHOU AMSC SUPERCONDUCTOR CO. LTD (hereinunder the AMSC) that I will assume joint and several liabilities for the payment by SINOVEL according to Clause 4.1b of the Settlement Agreement. To be specific:

March 28, 2018 Fabrizio Rasetti 2231 Walker Lane Holladay, UT 84117 Dear Fabrizio, (July 9th, 2018)

We are very pleased to extend an offer of employment to you for the position of Executive Vice President General Counsel and Secretary of Actuant Corporation, a Wisconsin corporation (the "Company"). This offer of employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.

Boston Time: 18:00 July 3, 2018 BeijingTime: 06:00 July 4, 2018 SETTLEMENT Agreement B E T W E E N : AMERICAN SUPERCONDUCTOR CORPORATION SUZHOU AMSC SUPERCONDUCTOR CO. LTD. AMSC AUSTRIA GMBH (Formerly AMSC WINDTEC GMBH) and SINOVEL WIND GROUP CO. LTD (July 9th, 2018)

THIS AGREEMENT is made on 18:00 July 3, 2018, Boston time, and 06:00 July 4, 2018, Beijing time (Effective Date) AMONG: (1) AMERICAN SUPERCONDUCTOR CORPORATION,a company incorporated in Delaware, with its registered address at 114 East Main Street, Ayer, MA 01432, United States of America (AMSC US); (2) SUZHOU AMSC SUPERCONDUCTOR CO. LTD.,a company incorporated in China, with its registered address at 22# NEP, 369 Lushan Road, Suzhou, Jiangsu, PRC(AMSC China); (3) AMSC AUSTRIA GMBH, a company incorporated in Austria, with its registered address at FeldkirchnerStrasse 138, 9020 Klagenfurt, Austria (AMSC Austria) Original name: AMSC WINDTEC GMBH (AMSC WINDTEC) (4) SINOVEL WIND GROUP CO. LTD., a company registered in China, with its registered address at Culture Building, 59 Zhongguancun Street, Haidian District, Beijing, 100872, PRC (SINOVEL);

Vaccinex, Inc. – CONFIDENTIAL GPEx(r) DEVELOPMENT AND MANUFACTURING AGREEMENT (July 9th, 2018)

This GPEx(r) Development and Manufacturing Agreement (Agreement) is made as of January 13, 2010 (Effective Date), by and between Vaccinex, Inc., a with a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620, USA (Vaccinex) and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (Catalent).

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)
Carey Credit Income Fund – SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 29, 2018 Among (July 6th, 2018)

SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of June 29, 2018 (this "Agreement") among Hamilton Finance LLC, a Delaware limited liability company, as borrower (the "Company"); the Financing Providers party hereto; U.S. Bank National Association ("U.S. Bank"), in its capacities as collateral agent (in such capacity, the "Collateral Agent"), collateral administrator (in such capacity, the "Collateral Administrator") and securities intermediary (in such capacity, the "Securities Intermediary"); and JPMorgan Chase Bank, National Association, as administrative agent for the Financing Providers hereunder (in such capacity, the "Administrative Agent").

Consent and Amendment No. 3 to Credit Agreement (July 5th, 2018)

FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of February 27, 2017, among FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation (the Borrower), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. All capitalized terms used herein and defined in Article I are used herein as defined therein.

Sixth Amendment to Credit Agreement and Consent (July 5th, 2018)

This SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this Amendment) is made and entered into as of July 3, 2018, by and among (i) FRONTIER COMMUNICATIONS CORPORATION (the Borrower), (ii) COBANK, ACB, as Administrative Agent (the Administrative Agent), and (iii) the Lenders and Voting Participants under the Credit Agreement defined below that have executed this Amendment. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement defined below.