Maryland Sample Contracts

Apollo – Second Amended and Restated Investment Advisory Management Agreement Between Apollo Investment Corporation and Apollo Investment Management, L.P. (May 18th, 2018)

Second Amended and Restated Agreement made this 17th day of May 2018, by and between APOLLO INVESTMENT CORPORATION, a Maryland corporation (the "Corporation"), and APOLLO INVESTMENT MANAGEMENT L.P., a Delaware limited partnership (the "Adviser").

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 – May 18, 2018 (May 18th, 2018)

We have acted as Maryland corporate counsel to the Company in connection with certain matters of Maryland law arising out of the registration of shares of common stock, par value $0.0001 per share ("Common Stock"), of the Company having a maximum aggregate offering price of $250,000,000 (the "Shares") in an at-the-market offering (the "Offering"), pursuant to the Registration Statement on Form S-3 (Registration No. 333-218476) filed by the Company with the United States Securities and Exchange Commission (the "Commission") on June 2, 2017 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"). You have requested our opinion with respect to the matters set forth below.

Apollo – Apollo Investment Corporation Fifth Amended and Restated Bylaws (May 18th, 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 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

Apollo – Second Amended and Restated Administration Agreement (May 18th, 2018)

SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this "Agreement") made as of May 17, 2018 by and between Apollo Investment Corporation, a Maryland corporation (hereinafter referred to as the "Corporation"), and Apollo Investment Administration, LLC, a Delaware limited liability company, (hereinafter referred to as the "Administrator").

Agree Realty Corporation – To:Agree Realty Corporation From:[DEALER] Re:Issuer Share Forward Sale Transactions Date:May [18], 2018 (May 18th, 2018)

The purpose of this communication (this "Master Confirmation") is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER] ("Dealer") and Agree Realty Corporation ("Counterparty") in accordance with the terms of the Equity Distribution Agreement dated May [18], 2018 among Dealer, [______], Agree Limited Partnership (the "Operating Partnership") and Counterparty (the "Equity Distribution Agreement") on the Trade Dates specified herein (collectively, the "Transactions" and, each, a "Transaction"). This communication constitutes a "Confirmation" as referred to in the Agreement specified below. Each Transaction will be evidenced by a supplemental confirmation (each, a "Supplemental Confirmation", and each such Supplemental Confirmation, together with this Master Confirmation, a "Confirmation" for purposes of the Agreement specified below) substantially in the form of Exhibit A hereto.

KKR Real Estate Finance Trust Inc. – Indenture Dated as of May 18, 2018 (May 18th, 2018)

INDENTURE, dated as of May 18, 2018, by and between KKR REAL ESTATE FINANCE TRUST INC. a Maryland corporation, as issuer (the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the Trustee).

Prospect – Prospect Capital Corporation 4.95% Convertible Notes Due 2022 (May 18th, 2018)

This Note shall bear interest at the rate of 4.95% per year from January 15, 2018, or from the most recent date to which interest had been paid or provided. Interest on this Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Except as otherwise provided in the Indenture, interest is payable semi-annually in arrears on each January 15 and July 15, commencing July 15, 2018, to Holders of record at the Close of Business on the preceding January 1 and July 1, respectively. Interest payable on each Interest Payment Date shall equal the amount of interest accrued from, and including the immediately preceding Interest Payment Date to but excluding such Interest Payment Date. To the extent lawful, payments of principal or interest (including Filing Additional Interest, if any) on the Notes that are not made when due will accrue interest at the annual rate of 1.0% above the then-applicable interest rate borne by the Notes from the required payment date in a

CNH Equipment Trust 2018-A – ASSET REPRESENTATIONS REVIEW AGREEMENT CNH EQUIPMENT TRUST 2018-A, as Issuing Entity and NEW HOLLAND CREDIT COMPANY, LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer (May 18th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this Agreement), entered into as of the 1st day of May 2018, by and among CNH EQUIPMENT TRUST 2018-A, a Delaware statutory trust (the Issuing Entity), NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company (the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the Asset Representations Reviewer).

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).

Amyris – Seventh Amendment to Loan and Security Agreement (May 18th, 2018)

This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of March 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").

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)
American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)
Brt Realty Trust – Amendment No. 1 to Equity Distribution Agreement (May 17th, 2018)

BRT Apartments Corp., a Maryland corporation (the "Company") and ________(the "Agent") are parties to that certain Equity Distribution Agreement dated January 11, 2018 (the "Original Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows (to be effective as set forth in paragraph 3 below):

Adaptive Insights Inc – Lease Agreement (May 17th, 2018)

THIS LEASE AGREEMENT (this Lease) is made this 26th day of February, 2013, between ARE-SAN FRANCISCO NO. 18, LLC, a Delaware limited liability company (Landlord), and ADAPTIVE PLANNING, INC., a Delaware corporation (Tenant).

American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)

American Campus Communities, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (you or BAML), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this Agreement), of Common Stock, $0.01 par value per share (the Common Stock), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $500,000,000 (the Maximum Amount) on the terms set forth in Section 1 of this Agreement. The shares of Common Stock to be issued and sold hereunder shall be referred to as the Shares and are described in the Prospectus referred to below.

AmeriCredit Automobile Receivables Trust 2018-1 – Contract (May 17th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C44 – Contract (May 17th, 2018)
Wheeler Real Estate Investment – First Amendment to Loan Documents (May 17th, 2018)

THIS FIRST AMENDMENT TO LOAN DOCUMENTS (the "Agreement") made effective as of the 25th day of August, 2017 (the "Effective Date"), between REVERE HIGH YIELD FUND, LP, a Delaware limited partnership having an address of 2000 McKinney Avenue, Suite 2125, Dallas, Texas 75201, (the "Lender"), WHEELER REIT, L.P., a Virginia limited partnership having an office and place of business located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452 (the "Borrower") and WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452 (herein together with successors and assigns, the "Guarantor"). By execution of this Agreement, Guarantor agrees and consents to be bound by all of the terms set forth herein.

Wells Fargo Commercial Mortgage Trust 2018-C44 – Mortgage Loan Purchase Agreement (May 17th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of April 30, 2018, between Ladder Capital Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), Ladder Capital Finance Holdings LLLP ("LCFH"), Series REIT of Ladder Capital Finance Holdings LLLP ("LC REIT"), Series TRS of Ladder Capital Finance Holdings LLLP ("LC TRS", and collectively with LCFH and LC REIT, the "LC Guarantors") and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Bluerock Residential Growth REIT, Inc. – Indenture (May 17th, 2018)

INDENTURE, dated as of [ ], [ ], between BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (the "Company"), and [ ], as trustee (the "Trustee"):

Wells Fargo Commercial Mortgage Trust 2018-C44 – Contract (May 17th, 2018)
Wheeler Real Estate Investment – Second Amendment to Loan Documents (May 17th, 2018)

THIS SECOND AMENDMENT TO LOAN DOCUMENTS (the "Agreement") made effective as of the 14th day of May, 2018 (the "Effective Date"), between REVERE HIGH YIELD FUND, LP, a Delaware limited partnership having an address of 2000 McKinney Avenue, Suite 2125, Dallas, Texas 75201, (the "Lender"), WHEELER REIT, L.P., a Virginia limited partnership having an office and place of business located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452 (the "Borrower") and the undersigned guarantors of the Loan (herein collectively together with their successors and assigns, the "Guarantor"). By execution of this Agreement, Guarantor agrees and consents to be bound by all of the terms set forth herein.

AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT Is Dated as of May 16, 2018 (This "Amendment" ), by and Among Jones Lang LaSalle Finance B.V., a Private Company With Limited Liability (A Besloten Vennootschap Met Beperkte Aansprakelijkheid ) Organized Under the Laws of the Netherlands (The "Borrower" ), the Guarantors Party Hereto, the Lenders Party Hereto, and Bank of Montreal, as Administrative Agent. PRELIMINARY STATEMENTS A. The Borrower, the Guarantors, the Lenders Party Thereto and the Administrative Agent Have Heretofore Entered Into That Certain Second Amen (May 17th, 2018)
BJ's Wholesale Club Holdings, Inc. – SECOND LIEN TERM LOAN CREDIT AGREEMENT, Dated as of February 3, 2017 Among BEACON HOLDING INC., as Holdings, BJS WHOLESALE CLUB, INC., as the Borrower, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent NOMURA SECURITIES INTERNATIONAL, INC. AND JEFFERIES FINANCE LLC, as Joint Bookrunners and Joint Lead Arrangers (May 17th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C44 – Mortgage Loan Purchase Agreement (May 17th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of April 30, 2018, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Adaptive Insights Inc – Adaptive Insights, Inc. 2013 Equity Incentive Plan Adopted by the Board of Directors: May 14, 2013 Approved by the Stockholders: May 14, 2013 Amended by the Board of Directors: February 24, 2015 Approved by the Stockholders: March 12, 2015 Amended by the Board of Directors: June 29, 2016 Approved by the Stockholders: July 14, 2016 Amended by the Board of Directors: December 19, 2017 Approved by the Stockholders: December 29, 2017 Termination Date: May 13, 2023 (May 17th, 2018)
BJ's Wholesale Club Holdings, Inc. – FIRST LIEN TERM LOAN CREDIT AGREEMENT, Dated as of February 3, 2017 Among BEACON HOLDING INC., as Holdings, BJS WHOLESALE CLUB, INC., as the Borrower, THE LENDERS PARTY HERETO, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and Collateral Agent, NOMURA SECURITIES INTERNATIONAL, INC. AND JEFFERIES FINANCE LLC, as Joint Bookrunners and Joint Lead Arrangers (May 17th, 2018)
American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C44 – Mortgage Loan Purchase Agreement (May 17th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of April 30, 2018, between Argentic Real Estate Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)
Bluerock Residential Growth REIT, Inc. – Indenture (May 17th, 2018)

INDENTURE, dated as of [ ], [ ], between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the "Company"), and [ ], as trustee (the "Trustee"):

Wells Fargo Commercial Mortgage Trust 2018-C44 – Mortgage Loan Purchase Agreement (May 17th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of April 30, 2018, between Barclays Bank PLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

AmeriCredit Automobile Receivables Trust 2018-1 – AMENDED AND RESTATED TRUST AGREEMENT Between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of April 11, 2018 (May 17th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 11, 2018, between AFS SENSUB CORP., a Nevada corporation, as depositor (the Seller), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of January 24, 2018, between the Seller and the Owner Trustee.