Maryland Sample Contracts

Medley Capital Corp – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and between Medley Capital Corporation, a Delaware corporation ("MCC"), and Sierra Income Corporation, a Maryland corporation ("SIC").

Sierra Income Corp – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and between Medley Capital Corporation, a Delaware corporation ("MCC"), and Sierra Income Corporation, a Maryland corporation ("SIC").

Fat Brands, Inc – Fat Brands Inc. Note Exchange Agreement (August 15th, 2018)

This Note Exchange Agreement (the "Agreement"), dated as of June 27, 2018 (the "Effective Date"), is entered into by and between FAT Brands Inc., a Delaware corporation (the "Company"), and Fog Cutter Capital Group, Inc., a Maryland corporation (the "Holder").

LOAN AGREEMENT Between SUNSTRONG CAPITAL ACQUISITION, LLC (Borrower) and SUNSTRONG CAPITAL LENDER LLC (Lender) August 10, 2018 (August 15th, 2018)

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, together with all exhibits, schedules, annexes and other attachments hereto, this "Agreement") is entered into as of August 10, 2018, between SunStrong Capital Acquisition, LLC, a Delaware limited liability company (the "Borrower"), and SunStrong Capital Lender LLC, a Maryland limited liability company (together with its successors and assigns, the "Lender"). Capitalized terms have the meanings set forth in Article 1 of this Agreement.

Medley Management Inc. – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and among Medley Management Inc., a Delaware corporation ("MDLY"), Sierra Income Corporation, a Maryland corporation ("SIC") and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC ("Merger Sub").

Fat Brands, Inc – Fat Brands Inc. Amendment to Note Exchange Agreement (August 15th, 2018)

This Amendment to Note Exchange Agreement (the "Amendment"), dated as of August 14, 2018, is entered into by and between FAT Brands Inc., a Delaware corporation (the "Company"), and Fog Cutter Capital Group, Inc., a Maryland corporation (the "Holder"), and amends the original Note Exchange Agreement, dated June 27, 2018, between the parties (the "Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings given thereto in the Agreement.

Sierra Income Corp – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and among Medley Management Inc., a Delaware corporation ("MDLY"), Sierra Income Corporation, a Maryland corporation ("SIC") and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC ("Merger Sub").

COOPERATION AGREEMENT August 13, 2018 (August 14th, 2018)
Carey Watermark Investors Inc – First Amendment to Loan Agreement (August 14th, 2018)

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is effective as of June 26, 2018 (the "Effective Date"), by and among CWI OP LP, a Delaware limited partnership ("Borrower"), and W. P. Carey Inc., a Maryland corporation ("Lender").

CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK GRANT NOTICE UNDER THE cOREpOINT LODGING Inc. 2018 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Award) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below in full satisfaction of the grants required to be made pursuant to the terms of the Employee Matters Agreement between the Company and La Quinta Holdings Inc., dated January 17, 2018 (the "EMA") in respect of certain LQ PSUs (as defined in the EMA) granted to such Participant under the Amended and Restated La Quinta Holdings Inc. 2014 Omnibus Incentive Plan. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. For purposes of the Plan, the Restricted Stock granted hereunder shall be conside

Ashford Hospitality Prime, Inc. – AMENDED AND RESTATED BRAEMAR HOTEL MASTER MANAGEMENT AGREEMENT by and Among BRAEMAR TRS CORPORATION, a Delaware Corporation and CHH III TENANT PARENT CORP., a Delaware Corporation and RC HOTELS (VIRGIN ISLANDS), INC. A U.S. Virgin Islands Corporation and REMINGTON LODGING & HOSPITALITY, LLC a Delaware Limited Liability Company (August 14th, 2018)

THIS AMENDED AND RESTATED BRAEMAR HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this 8th day of August, 2018 (the Effective Date), by and among BRAEMAR TRS CORPORATION, a Delaware corporation, CHH III TENANT PARENT CORP., a Delaware corporation, and RC HOTELS (VIRGIN ISLANDS), INC., a U.S. Virgin Islands corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, hereinafter referred to as Lessee), REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (hereinafter referred to as Manager), and for the limited purposes of Article VIII herein, the Landlords (defined below).

1347 Capital Corp – Fifth Amendment to Credit Agreement and Limited Waiver (August 14th, 2018)

This Fifth Amendment to Credit Agreement and Limited Waiver (herein, this "Amendment") is entered into as of August 13, 2018 (the "Fifth Amendment Effective Date"), by and among Limbach Facility Services LLC, a Delaware limited liability company (the "Borrower"), Limbach Holdings LLC, a Delaware limited liability company (the "Parent"), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

CONSOLIDATED, AMENDED AND RESTATED HOTEL MASTER MANAGEMENT AGREEMENT by and Among ASHFORD TRS CORPORATION a Delaware Corporation and RI MANCHESTER TENANT CORPORATION a Delaware Corporation and CY MANCHESTER TENANT CORPORATION a Delaware Corporation and REMINGTON LODGING & HOSPITALITY, LLC a Delaware Limited Liability Company (August 14th, 2018)

THIS CONSOLIDATED, AMENDED AND RESTATED HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this 8th day of August, 2018, by and among ASHFORD TRS CORPORATION, a Delaware corporation, RI MANCHESTER TENANT CORPORATION, a Delaware corporation, and CY MANCHESTER TENANT CORPORATION, a Delaware corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, hereinafter referred to as Lessee), REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (hereinafter referred to as Manager), and for the limited purposes of Article VIII herein, the Landlords (defined below).

Amyris – Eighth Amendment to Loan and Security Agreement (August 14th, 2018)

This EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of May 30, 2018, is among AMYRIS, INC., a Delaware corporation (the "Parent"), and each of its Subsidiaries that has delivered a Joinder Agreement (as defined herein) (each a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors" and together with Parent, collectively, "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as "Lender") and STEGODON CORPORATION, a Delaware corporation, as successor-in-interest to Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the "Agent").

Ashford Hospitality Prime, Inc. – BRAEMAR MASTER PROJECT MANAGEMENT AGREEMENT by and Among BRAEMAR TRS CORPORATION, a Delaware Corporation and CHH III TENANT PARENT CORP., a Delaware Corporation and RC HOTELS (VIRGIN ISLANDS), INC. A U.S. Virgin Islands Corporation and PROJECT MANAGEMENT, LLC a Maryland Limited Liability Company and BRAEMAR HOSPITALITY LIMITED PARTNERSHIP a Delaware Limited Partnership (August 14th, 2018)

THIS BRAEMAR MASTER PROJECT MANAGEMENT AGREEMENT is made and entered into on this 8th day of August, 2018, by and among BRAEMAR TRS CORPORATION, a Delaware corporation, CHH III TENANT PARENT CORP., a Delaware corporation, and RC HOTELS (VIRGIN ISLANDS), INC., a U.S. Virgin Islands corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, hereinafter referred to as Lessee), PROJECT MANAGEMENT LLC, a Maryland limited liability company (hereinafter referred to as Manager), Braemar Hospitality Limited Partnership, a Delaware limited partnership (the Partnership), and for the limited purposes of Article VIII herein, the Landlords (defined below).

Ashford Hospitality Prime, Inc. – Amended and Restated Braemar Mutual Exclusivity Agreement (August 14th, 2018)

THIS AMENDED & RESTATED BRAEMAR MUTUAL EXCLUSIVITY AGREEMENT (this Agreement) is entered as of the 8th day of August, 2018 by and among BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership), BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the REIT), and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (Manager), and is consented and agreed to by MONTY J. BENNETT as a Remington Affiliate.

FS Investment Corp III – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of August 9, 2018 Among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent ING CAPITAL LLC, as Collateral Agent ING CAPITAL LLC, as Syndication Agent BANK OF MONTREAL and SUNTRUST BANK, as Documentation Agents JPMORGAN CHASE BANK, N.A., ING CAPITAL LLC, BMO CAPITAL MARKETS CORP. And SUNTRUST ROBINSON HUMPHREY INC., as Joint Bookrunners and Joint Lead Arrangers (August 14th, 2018)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this "Agreement"), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a "Borrower" hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.

American Realty Capital New York City REIT, Inc. – Loan Agreement (August 14th, 2018)
Ashford Hospitality Prime, Inc. – Braemar Mutual Exclusivity Agreement (August 14th, 2018)

THIS BRAEMAR MUTUAL EXCLUSIVITY AGREEMENT (this Agreement) is entered as of the 8th day of August 2018 by and among BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership), BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the REIT), and PROJECT MANAGEMENT LLC, a Maryland limited liability company (Manager).

Mutual Exclusivity Agreement (August 14th, 2018)

THIS MUTUAL EXCLUSIVITY AGREEMENT (this Agreement) is entered as of the 8th day of August, 2018 by and among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership), ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (the REIT), and PROJECT MANAGEMENT LLC, a Maryland limited liability company (Manager).

American Realty Capital New York City REIT, Inc. – Indemnification Agreement (August 14th, 2018)

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the _____ day of _________, 2018, by and between American Realty Capital New York City REIT, Inc., a Maryland corporation (the "Company"), and __________ ("Indemnitee").

CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK GRANT NOTICE UNDER THE COREPOINT LODGING Inc. 2018 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Award) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

FS Investment Corp II – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of August 9, 2018 Among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent ING CAPITAL LLC, as Collateral Agent ING CAPITAL LLC, as Syndication Agent BANK OF MONTREAL and SUNTRUST BANK, as Documentation Agents JPMORGAN CHASE BANK, N.A., ING CAPITAL LLC, BMO CAPITAL MARKETS CORP. And SUNTRUST ROBINSON HUMPHREY INC., as Joint Bookrunners and Joint Lead Arrangers (August 14th, 2018)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this "Agreement"), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a "Borrower" hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.

CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK GRANT NOTICE UNDER THE COREPOINT LODGING Inc. 2018 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Award) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. The Participant acknowledges and agrees that the Restricted Stock granted hereunder is in full satisfaction of any commitment by the Company, pursuant to any offer letter or similar agreement or arrangement, to grant Performance Share Units (or PSUs) in respect of the 2018 calendar year. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Consulting Agreement (August 14th, 2018)
CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE COREPOINT LODGING Inc. 2018 OMNIBUS INCENTIVE PLAN (Non-Employee Directors) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to the CorePoint Lodging Inc. 2018 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below in full satisfaction of the grants required to be made pursuant to the terms of the Employee Matters Agreement between the Company and La Quinta Holdings Inc., dated January 17, 2018 (the "EMA") in respect of certain LQ RSUs granted to such Participant under the Amended and Restated La Quinta Holdings Inc. 2014 Omnibus Incentive Plan. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. For purposes of the Plan, the Restricted Stock Units granted hereunder shall be considered a Substitute Award. Capitalized terms not oth

CorePoint Lodging Inc. – COREPOINT LODGING INC. EXECUTIVE SEVERANCE PLAN Plan Document/Summary Plan Description (August 14th, 2018)

CorePoint Lodging Inc. (the "Company") has adopted the CorePoint Lodging Inc. Executive Severance Plan (the "Plan") for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the "Company Group"), on the terms and conditions hereinafter stated, effective as of the Effective Date.

MASTER PROJECT MANAGEMENT AGREEMENT by and Among ASHFORD TRS CORPORATION a Delaware Corporation and RI MANCHESTER TENANT CORPORATION a Delaware Corporation and CY MANCHESTER TENANT CORPORATION a Delaware Corporation and PROJECT MANAGEMENT, LLC a Maryland Limited Liability Company and ASHFORD HOSPITALITY LIMITED PARTNERSHIP a Delaware Limited Partnership (August 14th, 2018)

THIS MASTER PROJECT MANAGEMENT AGREEMENT is made and entered into on this 8th day of August, 2018, by and among ASHFORD TRS CORPORATION, a Delaware corporation, RI MANCHESTER TENANT CORPORATION, a Delaware corporation, and CY MANCHESTER TENANT CORPORATION, a Delaware corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, hereinafter referred to as Lessee), PROJECT MANAGEMENT LLC, a Maryland limited liability company (hereinafter referred to as Manager), Ashford Hospitality Limited Partnership, a Delaware limited partnership (Partnership) and for the limited purposes of Article VIII herein, the Landlords (defined below).

Inotek Pharmaceuticals – First Amendment to Lease (August 14th, 2018)

This First Amendment to Lease (this "Amendment") is made as of [June __], 2018, by and between ARE-East River Science Park, LLC, a Delaware limited liability company ("Landlord"), and Rocket Pharmaceuticals, Ltd., a Cayman Islands corporation ("Tenant").

Rodin Income Trust, Inc. – Reimbursement Agreement (August 14th, 2018)

THIS REIMBURSEMENT AGREEMENT (this "Agreement") is entered into as of May 2, 2018, by and among Rodin Income Trust, Inc. a Maryland corporation (the "Company"), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the "Sponsor"), and, only with respect to Section 1.02(c) hereof, Rodin Income Trust OP Holdings, LLC, a Delaware limited liability company (the "Special Unit Holder"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below.

Global Net Lease, Inc. – First Amendment to Fourth Amended and Restated Advisory Agreement (August 14th, 2018)

This FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT (this "Amendment") is entered into and shall become effective as of August 14, 2018, by and among Global Net Lease, Inc., a Maryland corporation (the "Company"), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership") and Global Net Lease Advisors, LLC, a Delaware limited liability company (the "Advisor").

CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK GRANT NOTICE UNDER THE cOREpOINT LODGING Inc. 2018 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Award) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below in full satisfaction of the grants required to be made pursuant to the terms of the Employee Matters Agreement between the Company and La Quinta Holdings Inc., dated January 17, 2018 (the "EMA") in respect of certain LQ RSAs (as defined in the EMA) granted to such Participant under the Amended and Restated La Quinta Holdings Inc. 2014 Omnibus Incentive Plan. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. For purposes of the Plan, the Restricted Stock granted hereunder shall be conside

CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK GRANT NOTICE UNDER THE COREPOINT LODGING INC. 2018 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Award) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

CorePoint Lodging Inc. – FORM OF RESTRICTED STOCK GRANT NOTICE UNDER THE cOREpOINT LODGING Inc. 2018 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Award) (August 14th, 2018)

CorePoint Lodging Inc. (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below in full satisfaction of the grants required to be made pursuant to the terms of the Employee Matters Agreement between the Company and La Quinta Holdings Inc., dated January 17, 2018 (the "EMA") in respect of certain LQ RSAs (as defined in the EMA) granted to such Participant under the Amended and Restated La Quinta Holdings Inc. 2014 Omnibus Incentive Plan. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. For purposes of the Plan, the Restricted Stock granted hereunder shall be conside

American Realty Capital New York City REIT, Inc. – Guaranty of Recourse Obligations (August 14th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of April 13, 2018, made by and among NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 106 York Road, Jenkintown, Pennsylvania 19046 ("Guarantor"), in favor of SOCIETE GENERALE, having an address of 245 Park Avenue, New York, New York 10167 (together with its successors and assigns, hereinafter referred to as "Lender").