Andrews Kurth Sample Contracts

Stonemor Partners L.P. – Sixth Amendment and Waiver to Credit Agreement (June 18th, 2018)

This SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment and Waiver"), dated as of June 12, 2018, is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

USA Compression Partners Lp – USA COMPRESSION PARTNERS, LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 12, 2018 (June 14th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)

Rexford Industrial Realty, Inc., a Maryland corporation (the Company) and Rexford Industrial Realty, L.P., a Maryland limited partnership (the Operating Partnership), confirm their agreement (this Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Sales Agent), as follows:

REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
(A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
NISOURCE INC. PURCHASE AGREEMENT 3.650% Senior Notes Due 2023 Purchase Agreement (June 12th, 2018)
NISOURCE INC. PURCHASE AGREEMENT 400,000 Shares 5.650% Series a Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $1,000 Per Share Purchase Agreement (June 12th, 2018)
PEBBLEBROOK HOTEL TRUST SUBMITS REVISED HIGHER OFFER TO ACQUIRE LASALLE HOTEL PROPERTIES Offer Represents a Premium of 13% Over LaSalle's Sale Agreement With Blackstone (June 11th, 2018)

BETHESDA, MD, JUNE 11, 2018 - Pebblebrook Hotel Trust (NYSE: PEB) ("Pebblebrook") today released an offer letter dated June 11, 2018 to the Board of Trustees of LaSalle Hotel Properties (NYSE: LHO) ("LaSalle") in which Pebblebrook submitted a revised merger proposal for a strategic combination with LaSalle. This offer was unanimously approved by Pebblebrook's Board of Trustees.

Northern Oil & Gas Inc – Amended and Restated Employment Agreement (June 7th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of June 1, 2018, by and between Northern Oil and Gas, Inc., a Delaware corporation (the "Company") and Erik Romslo, an individual currently residing in Minnesota (the "Executive").

Northern Oil & Gas Inc – Employment Agreement (May 31st, 2018)

This EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of May 24, 2018, by and between Northern Oil and Gas, Inc., a Minnesota corporation (the "Company") and Nicholas L. O'Grady, an individual currently residing in Minnesota (the "Executive").

First Amendment to Credit Agreement (May 31st, 2018)

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 20, 2018 (the "Effective Date"), is entered into by and among SRC O.P. LLC, a Delaware limited liability company ("SRC OP"), SRC Facilities LLC, a Delaware limited liability company ("SRC Facilities"), SRC Real Estate (TX), LLC, a Delaware limited liability company ("SRC Real Estate" and together with SRC OP and SRC Facilities, each a "Borrower" and, collectively, the "Borrowers"), the Lenders party hereto and UBS AG, Stamford Branch, as administrative agent (the "Administrative Agent").

Northern Oil & Gas Inc – Amended and Restated Employment Agreement (May 31st, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of May 24, 2018, by and between Northern Oil and Gas, Inc., a Minnesota corporation (the "Company") and Michael L. Reger, an individual currently residing in Minnesota (the "Executive").

Xeris Pharmaceuticals Inc – Xeris Pharmaceuticals, Inc. Second Amended and Restated Investors Rights Agreement (May 24th, 2018)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of December 31, 2015 by and among (i) Xeris Pharmaceuticals, Inc., a Delaware corporation (the Company), (ii) the holders of the Preferred Stock (as defined herein) listed on Schedule A hereto (each, an Investor and collectively, the Investors), (iii) certain holders of the Companys Common Stock listed on Schedule B hereto (each, a Key Holder and collectively, the Key Holders), and (iv) certain Lending Institutions (as defined herein) that may become a party hereto from time to time. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Series C Preferred Stock Purchase Agreement of even date herewith (the Purchase Agreement) by and among the Company and the Investors. This Agreement amends, supersedes and replaces the Companys Amended and Restated Investors Rights Agreement, dated September 17, 2015 (the Prior Agreement).

AEP Texas Inc. – AEP Texas Inc. $500,000,000 3.950% Senior Notes, Series E Due 2028 REGISTRATION RIGHTS AGREEMENT (May 22nd, 2018)
Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 7 SECTION 3 SALE OF SECURITIES 9 SECTION 4 SUSPENSION OF SALES 11 SECTION 5 REPRESENTATIONS AND WARRANTIES 11 SECTION 6 SALE AND DELIVERY; SETTLEMENT 29 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 33 SECTION 8 PAYMENT OF EXPENSES 41 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE AGENT, THE FORWARD SELLER AND THE FORWARD PURCHASER 41 SECTION 10 INDEMNIFICATION 44 SECTION 11 CONTRIBUTION 46 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 48 SECTION 13 TERMINATION OF AGREEMEN

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 4 SECTION 3 SALE OF SECURITIES 6 SECTION 4 SUSPENSION OF SALES 6 SECTION 5 REPRESENTATIONS AND WARRANTIES 6 SECTION 6 SALE AND DELIVERY; SETTLEMENT 23 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 26 SECTION 8 PAYMENT OF EXPENSES 33 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE MANAGER 34 SECTION 10 INDEMNIFICATION 36 SECTION 11 CONTRIBUTION 38 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 40 SECTION 13 TERMINATION OF AGREEMENT 40 SECTION 14

WEIGHT WATCHERS INTERNATIONAL, INC. 7,500,000 Shares of Common Stock, No Par Value Underwriting Agreement (May 11th, 2018)
Cooperation Agreement (May 9th, 2018)

This AGREEMENT, dated as of May 9, 2018 (this Agreement), is made and entered into by Alaska Communications Systems Group, Inc., a Delaware corporation (the Company), and each of the persons set forth on the signature page hereto (each, an Investor and collectively, the Investors or, with their respective affiliates and associates, the Investor Group). The Company and each of the Investors are each herein referred to as a party and collectively, the parties.

Cooperation Agreement (May 9th, 2018)

This AGREEMENT, dated as of May 9, 2018 (this Agreement), is made and entered into by Alaska Communications Systems Group, Inc., a Delaware corporation (the Company), and each of the persons set forth on the signature page hereto (each, an Investor and collectively, the Investors or, with their respective affiliates and associates, the Investor Group). The Company and each of the Investors are each herein referred to as a party and collectively, the parties.

Sterling Construction Company Inc – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (This "Amendment"), Dated as of April 3, 2018, Is Entered Into by and Among Sterling Construction Company, Inc., a Delaware Corporation (The "Borrower"), Wilmington Trust, National Association, as Agent (The "Agent") for the Lenders Identified on Schedule 2 to the Loan Agreement (As Defined Below) (The "Lenders") and the Lenders, and With Respect to Sections 4.2 and 4.3 Hereto Only, the Persons Listed on the Signature Pages Hereto as Guarantors (The "Guarantors" And, Together With the Borrower, C (May 8th, 2018)
Concurrent Computer Corporation – Consulting Agreement (May 4th, 2018)

This Consulting Agreement (this "Agreement") between CCUR Holdings, Inc., a Delaware corporation (the "Company"), and WAYNE BARR, JR. ("Consultant") is entered into as of February 13, 2018 (the "Effective Date"). The signatories to this Agreement may be referred to collectively as the "Parties" and individually as a "Party."

Annaly Capital Management – Agreement and Plan of Merger by and Among Annaly Capital Management, Inc. Mountain Merger Sub Corporation and Mtge Investment Corp. Dated as of May 2, 2018 (May 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (Parent), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (Purchaser), and MTGE INVESTMENT CORP., a Maryland corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

American Capital Mortgage Inves – Agreement and Plan of Merger by and Among Annaly Capital Management, Inc. Mountain Merger Sub Corporation and Mtge Investment Corp. Dated as of May 2, 2018 (May 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (Parent), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (Purchaser), and MTGE INVESTMENT CORP., a Maryland corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

EQT GP Holdings, LP – INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and Among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018 (April 26th, 2018)

This INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT (this Agreement), dated as of April 25, 2018, is entered into by and among EQT GP Holdings, LP, a Delaware limited partnership (EQGP), Rice Midstream GP Holdings LP, a Delaware limited partnership (RMGH), and EQT Corporation, a Pennsylvania corporation (EQT, and together with EQGP and RMGH, the Parties).

Alaska Communications Systems Group, Inc. (April 26th, 2018)

On behalf of Alaska Communications Systems Group, Inc., a Delaware corporation (ALSK) and the Nominating and Corporate Governance Committee (the Nominating and Governance Committee) of the ALSK Board of Directors (the ALSK Board), we are writing with respect to the purported notice of nominations (the Purported Nominating Notice) that TAR Holdings LLC, a New Jersey limited liability company of which Karen S. Singer is the sole member (TAR Holdings), submitted to ALSK on February 9, 2018 (as submitted on February 9, 2018, the Purported Nominating Notice), the last date for ALSK stockholders to submit advance notices of nominations of proposed candidates for election to the ALSK Board at the 2018 annual meeting of the stockholders of ALSK (the 2018 Annual Meeting) pursuant to ALSKs Amended and Restated Bylaws (the Bylaws), as such date was extended, from February 6, 2018 to February 9, 2018, by the ALSK Board.

INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and Among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018 (April 26th, 2018)

This INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT (this Agreement), dated as of April 25, 2018, is entered into by and among EQT GP Holdings, LP, a Delaware limited partnership (EQGP), Rice Midstream GP Holdings LP, a Delaware limited partnership (RMGH), and EQT Corporation, a Pennsylvania corporation (EQT, and together with EQGP and RMGH, the Parties).

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 23rd, 2018)
Term Loan Agreement (April 16th, 2018)

This TERM LOAN AGREEMENT (this "Agreement"), dated as of April 16, 2018, by and among PG&E CORPORATION, a California corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), MIZUHO BANK, LTD. ("Mizuho"), ROYAL BANK OF CANADA ("Royal Bank") and SUMITOMO MITSUI BANKING CORPORATION ("SMBC"), as joint lead arrangers and joint bookrunners (together and in such capacities, the "Arrangers"), and MIZUHO BANK, LTD., as administrative agent (in such capacity, together with any successor thereto, the "Administrative Agent").

Combination Agreement (April 9th, 2018)

THIS COMBINATION AGREEMENT (this Agreement), dated as of April 6, 2018, is entered into among Archie Bennett, Jr. and Monty J. Bennett (collectively, the Bennetts); Remington Holdings, L.P., a Delaware limited partnership (Remington); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of Remington (the General Partner); Project Management LLC, a Maryland limited liability company and wholly owned Subsidiary of Remington (PM LLC); solely for the purpose of conveying the interest in PM LLC to be acquired by it pursuant to the PM Formation Agreement (as defined below), MJB Investments, LP (MJB Investments); solely for the purpose of conveying the interest (if any) in PM LLC to be acquired by him pursuant to the PM Formation Agreement, Mark A. Sharkey (Sharkey); Ashford, Inc., a Maryland corporation (AINC); Ashford Holding Corp., a Maryland corporation and wholly owned Subsidiary of AINC (New Holdco); and Ashford Merger Sub Inc., a Maryland corporation

Legacy Reserves Inc. – Cross-Reference Table* (April 6th, 2018)

This Indenture, dated as of December 4, 2012, is among Legacy Reserves LP, a Delaware limited partnership (the Company), Legacy Reserves Finance Corporation, a Delaware corporation (Finance Corp. and, together with the Company, the Issuers), the guarantors party hereto (each, a Guarantor and, collectively, the Guarantors) and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee).