Georgia Sample Contracts

Essential Properties Realty Trust, Inc. – SCF RC FUNDING I LLC, as an Issuer, SCF RC FUNDING II LLC, as an Issuer, and CITIBANK, N.A., as Indenture Trustee AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT Dated as of July 11, 2017 to MASTER INDENTURE Dated as of December 7, 2016 NET-LEASE MORTGAGE NOTES, SERIES 2016-1, CLASS a AND CLASS B (May 25th, 2018)

AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT, dated as of July 11, 2017 (the Series 2016-1 Supplement), among SCF RC FUNDING I LLC, SCF RC FUNDING II LLC (each an Issuer and together, the Issuers) and the Indenture Trustee.

Equifax Inc., as Issuer and as Trustee Fourth Supplemental Indenture Dated as of May 25, 2018 Fourth Supplement to Indenture, Dated as of May 12, 2016, Between Equifax Inc. And (May 25th, 2018)

FOURTH SUPPLEMENTAL INDENTURE, dated as of May 25, 2018, between EQUIFAX INC., a Georgia corporation (the Issuer), having its principal office at 1550 Peachtree Street, N.W., Atlanta, Georgia 30309, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the Trustee), having its Corporate Trust Office at 1349 W. Peachtree Street, NE, Suite 1050, Atlanta, Georgia 30309, under the Indenture, dated as of May 12, 2016, between the Issuer and the Trustee (the Original Indenture).

Essential Properties Realty Trust, Inc. – SCF RC FUNDING I LLC, SCF RC FUNDING II LLC, and SCF RC FUNDING III LLC, Each, as an Issuer, and CITIBANK, N.A., as Indenture Trustee SERIES 2017-1 SUPPLEMENT Dated as of July 11, 2017 to AMENDED AND RESTATED MASTER INDENTURE Dated as of July 11, 2017 NET-LEASE MORTGAGE NOTES, SERIES 2017-1, CLASS a AND CLASS B (May 25th, 2018)

SERIES 2017-1 SUPPLEMENT, dated as of July 11, 2017 (the Series 2017-1 Supplement), among SCF RC FUNDING I LLC, SCF RC FUNDING II LLC, SCF RC FUNDING III LLC (each an Issuer and collectively, the Issuers) and CITIBANK, N.A. (the Indenture Trustee).

Equifax Inc., as Issuer and as Trustee Fifth Supplemental Indenture Dated as of May 25, 2018 Fifth Supplement to Indenture, Dated as of May 12, 2016, Between Equifax Inc. And (May 25th, 2018)

FIFTH SUPPLEMENTAL INDENTURE, dated as of May 25, 2018, between EQUIFAX INC., a Georgia corporation (the Issuer), having its principal office at 1550 Peachtree Street, N.W., Atlanta, Georgia 30309, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the Trustee), having its Corporate Trust Office at 1349 W. Peachtree Street, NE, Suite 1050, Atlanta, Georgia 30309, under the Indenture, dated as of May 12, 2016, between the Issuer and the Trustee (the Original Indenture).

Equifax Inc., as Issuer and as Trustee Third Supplemental Indenture Dated as of May 25, 2018 Third Supplement to Indenture, Dated as of May 12, 2016, Between Equifax Inc. And (May 25th, 2018)

THIRD SUPPLEMENTAL INDENTURE, dated as of May 25, 2018, between EQUIFAX INC., a Georgia corporation (the Issuer), having its principal office at 1550 Peachtree Street, N.W., Atlanta, Georgia 30309, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the Trustee), having its Corporate Trust Office at 1349 W. Peachtree Street, NE, Suite 1050, Atlanta, Georgia 30309, under the Indenture, dated as of May 12, 2016, between the Issuer and the Trustee (the Original Indenture).

Construction Partners, Inc. – Loan Modification Agreement and Amendment to Loan Documents (May 25th, 2018)

THIS LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS (this Agreement) is being entered into as of the 15th day of May, 2018, by and among CONSTRUCTION PARTNERS HOLDINGS, INC., a Delaware corporation, formerly known as Construction Partners, Inc. (Holdings); WIREGRASS CONSTRUCTION COMPANY, INC., an Alabama corporation (Wiregrass Construction); FRED SMITH CONSTRUCTION, INC., a North Carolina corporation (Fred Smith Construction); FSC II, LLC, a North Carolina limited liability company (FSC); C. W. ROBERTS CONTRACTING, INCORPORATED, a Florida corporation (Roberts Contracting); EVERETT DYKES GRASSING CO., INC., a Georgia corporation (Everett Dykes and together with Holdings, Wiregrass Construction, Fred Smith Construction, FSC and Roberts Contracting, Original Borrowers); THE SCRUGGS COMPANY, a Georgia corporation (Scruggs Company and together with the Original Borrowers, the Borrowers); CONSTRUCTION PARTNERS, INC., a Delaware corporation, formerly known as SunTx CPI Growth Com

Earthstone Energy, Inc. – Third Amendment to Credit Agreement (May 23rd, 2018)

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") entered into on May [ ], 2018, is among EARTHSTONE ENERGY HOLDINGS, LLC, a Delaware limited liability company ("Borrower"), EARTHSTONE OPERATING, LLC, a Texas limited liability company ("EO"), EF NON-OP, LLC, a Texas limited liability company ("EF"), SABINE RIVER ENERGY, LLC, a Texas limited liability company ("Sabine"), EARTHSTONE LEGACY PROPERTIES, LLC, a Texas limited liability company ("ELP"), LYNDEN USA OPERATING, LLC, a Texas limited liability company ("LUO"), BOLD ENERGY III LLC, a Texas limited liability company ("BE") and BOLD OPERATING, LLC, a Texas limited liability company ("BO"), as guarantors (EO, EF, Sabine, ELP, LUO, BE and BO, each a "Guarantor" and collectively, the "Guarantors"); each Lender (defined below) who is a signatory hereto and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent ("Agent") for the Lenders. The party or parties are sometimes individually referred to

STOCK PURCHASE AGREEMENT by and Among THE SOUTHERN COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. _____________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among The Southern Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and collectively as the "Parties".

STOCK PURCHASE AGREEMENT by and Among THE SOUTHERN COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. _________________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among The Southern Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and collectively as the "Parties".

STOCK PURCHASE AGREEMENT by and Among NUI CORPORATION, SOUTHERN COMPANY GAS, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. __________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among NUI Corporation, a New Jersey corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), NextEra Energy, Inc., a Florida corporation ("Parent"), and, solely for the limited purposes expressly set forth in Article X and Article VII, Southern Company Gas, a Georgia corporation ("Seller Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

STOCK PURCHASE AGREEMENT by and Among NUI CORPORATION, SOUTHERN COMPANY GAS, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. ____________________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among NUI Corporation, a New Jersey corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), NextEra Energy, Inc., a Florida corporation ("Parent"), and, solely for the limited purposes expressly set forth in Article X and Article VII, Southern Company Gas, a Georgia corporation ("Seller Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

EQUITY INTEREST PURCHASE AGREEMENT by and Among SOUTHERN POWER COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. ___________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This EQUITY INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among Southern Power Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

Bank 2018-Bnk11 – Article Ii Conveyance of Mortgage Loans; Original Issuance of Certificates (May 23rd, 2018)

This Pooling and Servicing Agreement is dated and effective as of May 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, 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.

COMM 2018-COR3 Mortgage Trust – Mortgage Loan Purchase Agreement (May 22nd, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective May 4, 2018 between Citi Real Estate Funding Inc., as seller (the "Mortgage Loan Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (in such capacity, the "Purchaser").

COMM 2018-COR3 Mortgage Trust – Mortgage Loan Purchase Agreement (May 22nd, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective May 4, 2018 between LoanCore Capital Markets LLC, as seller (the "Mortgage Loan Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (the "Purchaser").

COMM 2018-COR3 Mortgage Trust – Mortgage Loan Purchase Agreement (May 22nd, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective May 4, 2018 between German American Capital Corporation, as seller (the "Mortgage Loan Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (the "Purchaser").

Intercontinental Exchange, Inc. – Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan (May 21st, 2018)
Settlement Agreement (May 21st, 2018)

This Settlement Agreement and Release (the "Agreement") is by and between xxxxxxxxx ("xxxxxxxxxa"), on the one hand, and AdCare Health Systems, Inc.; Regional Health Properties, Inc.; AdCare Administrative Services, LLC; Woodland Hills HC Nursing, LLC; Woodland Hills HC Property Holdings, LLC; AdCare Operations, LLC; APH&R Nursing LLC d/b/a Cumberland Health and Rehabilitation Center; APH&R Property Holdings, LLC; Little Rock HC&R Nursing LLC d/b/a West Markham Sub Acute and Rehabilitation Center; Little Rock HC&R Property Holdings, LLC; Northridge HC&R Nursing, LLC d/b/a Northridge Healthcare and Rehabilitation; Northridge HC&R Property Holdings, LLC; Coosa Nursing ADK, LLC; xxxxxxxxxxx and AdCare are collectively referred to herein as the "Parties" and each individually as a "Party."

EVO Payments, Inc. – EVO Payments, Inc. Ten Glenlake Parkway South Tower, Suite 950 Atlanta, Georgia 30328 (May 21st, 2018)

The undersigned, an officer of EVO Payments, Inc., a Delaware corporation (the Company), understands the Company is pursuing an initial public offering (the Public Offering) of shares of its Class A common stock.

Forbearance Agreement (May 21st, 2018)

This FORBEARANCE AGREEMENT (as amended, restated, amended or restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of May 18, 2018 by and among CP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the "CP Borrower"), NORTHWEST PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the "Northwest Borrower"), ATTALLA NURSING ADK, LLC, a Georgia limited liability company, as borrower (the "Attalla Borrower"), ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower and guarantor ("AdCare Holdco"; the CP Borrower, the Northwest Borrower, the Attalla Borrower and AdCare Holdco are collectively referred to herein as "Borrowers" and each as a "Borrower"), HEARTH & HOME OF OHIO, INC., a Georgia corporation, as guarantor (the "HHO Guarantor"), REGIONAL HEALTH PROPERTIES, INC. a Georgia corporation, as guarantor (the "RHP Guarantor"; the HHO Guarantor, AdCare Holdco and the RHP Guaran

Meritage Homes Corporation and Regions Bank as Trustee Guaranteed to the Extent Set Forth Therein by the Guarantors Named Herein. Indenture Dated as of [ ] (May 21st, 2018)

INDENTURE dated as of [ ] by and among Meritage Homes Corporation, a Maryland corporation, (the Issuer), the guarantors listed on Schedule 1 hereto (herein called the Guarantors) and Regions Bank, an Alabama state bank, as Trustee (the Trustee).

EVO Payments, Inc. – TAX RECEIVABLE AGREEMENT by and Among EVO PAYMENTS, INC. EVO INVESTCO, LLC THE MEMBERS OF EVO INVESTCO, LLC FROM TIME TO TIME PARTY HERETO Dated as of [ ] (May 21st, 2018)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [], is hereby entered into by and among EVO Payments, Inc., a Delaware corporation (the Corporation), EVO Investco LLC, a Delaware limited liability company (the Operating Company), Madison Dearborn Capital Partners VI-C, L.P., a Delaware limited partnership (the Original Call Option Holder) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

Pledge Agreement (May 21st, 2018)

This PLEDGE AGREEMENT (this "Agreement") is dated as of May 18, 2018 by and between ADCARE OPERATIONS, LLC, a Georgia limited liability company ("Pledgor"), and PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender").

EVO Payments, Inc. – Indemnification Agreement (May 21st, 2018)

This INDEMNIFICATION AGREEMENT is made and executed effective as of [*], by and between EVO Payments, Inc., a Delaware corporation (the Company), and [*], an individual resident of the State of [*] (the Indemnitee).

Plymouth Industrial REIT Inc. – Promissory Note (May 21st, 2018)
EVO Payments, Inc. – Exchange Agreement (May 21st, 2018)

EXCHANGE AGREEMENT (this Agreement), dated as of [*], by and among EVO Investco, LLC, a Delaware limited liability company (the Company), EVO Payments, Inc., a Delaware corporation (Pubco), the holders of Common Units in the Company and shares of Class C Common Stock or Class D Common Stock of Pubco, and the Call Option Holder, from time to time party hereto (each, a Holder).

Third Amendment to Promissory Note (May 21st, 2018)

THIS THIRD AMENDMENT TO PROMISSORY NOTE (this "Amendment") is made as of April 30, 2018 (the "Amendment Date") by and between QC Property Holdings, LLC, a Georgia limited liability company ("Borrower"), and Congressional Bank, a Maryland chartered commercial bank, and its successors and assigns (collectively, "Lender"), as successor in interest to Housing & Healthcare Funding, LLC, a Delaware limited liability company.

Bearing Resources Ltd. – Property Option Agreement (May 21st, 2018)

BEARING LITHIUM CORP., a corporation existing under the laws of the Province of British Columbia and having an office at 1400 - 1111 West Georgia, Vancouver, British Columbia V6E 4G2

Guaranty Agreement (May 21st, 2018)

This GUARANTY AGREEMENT (this "Guaranty") is made as of May 18, 2018 by ADCARE OPERATIONS, LLC, a Georgia limited liability company, as guarantor (the "New Guarantor"), to and for the benefit of PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender").

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

CatchMark Timber Trust, Inc. – CROWN PINE PURCHASE AGREEMENT by and Among CROWN PINE PARENT, L.P., CROWN PINE REIT, INC., GPT1 LLC, CROWN PINE TIMBER 1, L.P., and CREEK PINE HOLDINGS, LLC Dated as of May 14, 2018 (May 18th, 2018)

This CROWN PINE PURCHASE AGREEMENT (this Agreement) is made and entered into as of May 14, 2018 (the Effective Date), by and among Crown Pine Parent, L.P., a Delaware limited partnership (CP Parent LP), Crown Pine REIT, Inc., a Delaware corporation (CP REIT), and GPT1 LLC, a Delaware limited liability company (GPT1 and together with CP Parent LP and CP REIT, collectively, the Sellers and each a Seller), Crown Pine Timber 1, L.P., a Delaware limited partnership (Crown Pine Timber 1 or the Company), and Creek Pine Holdings, LLC, a Delaware limited liability company (the Buyer). Each of the parties named above may be referred to herein as a Party and collectively as the Parties. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article XIII below.

PRG-Schultz International Inc. – Separation Agreement (May 18th, 2018)

THIS SEPARATION AGREEMENT (this Agreement) is made and entered into this 16th day of May, 2018 by and between PETER LIMERI (Executive) and PRGX GLOBAL, INC., a Georgia corporation (Company). Executive and Company are sometimes hereinafter referred to together as the Parties and individually as a Party.

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

PRG-Schultz International Inc. – Employment Agreement (May 18th, 2018)

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of May 16, 2018 to be effective May 21, 2018 (the Effective Date) by and between PRGX Global, Inc., a Georgia corporation (the Company), and Deborah M. Schleicher (the Executive).

BJ's Wholesale Club Holdings, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 3, 2017 Among BJS WHOLESALE CLUB, INC., as the Borrower, BEACON HOLDING INC., as Holdings, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE OTHER LENDERS AND ISSUERS PARTY HERETO BANK OF AMERICA, NATIONAL ASSOCIATION and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, BMO HARRIS BANK N.A., CAPITAL ONE, NATIONAL ASSOCIATION, ING CAPITAL LLC, TD BANK, N.A. And U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, WELLS FARGO BANK, NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORA (May 17th, 2018)