Maryland Sample Contracts

W. P. Carey – Second Amendment to Advisory Agreement (February 23rd, 2018)

THIS SECOND AMENDMENT TO THE ADVISORY AGREEMENT (this "Amendment") dated as of June 13, 2017, is among CAREY WATERMARK INVESTORS 2 INCORPORATED, a Maryland corporation ("CWI 2"), CWI 2 OP, LP, a Delaware limited partnership of which CWI 2 is a general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").

Arbor Realty Trust – Placement Agreement Dated as of December 6, 2017 (February 23rd, 2018)

The Notes shall be issued pursuant to an Indenture, to be dated as of December 20, 2017 (the Indenture), among the Co-Issuers, Arbor Realty SR, Inc. (including any successor by merger, the Seller or the Arbor Parent), as advancing agent, U.S. Bank National Association, as trustee (in such capacity, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and U.S. Bank National Association, as custodian, and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Share Paying Agency Agreement, to be dated as of December 20, 2017 (the Preferred Share Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred share paying agent (the Preferred Share Paying Agent), and MaplesFS Limited, a

Restricted Stock Unit Agreement (February 23rd, 2018)

This Restricted Stock Unit Agreement (the "Unit Agreement") evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

W. P. Carey – First Amendment to Amended and Restated Advisory Agreement (February 23rd, 2018)

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this "Amendment") dated as of January 30, 2018, is among CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED, a Maryland corporation ("CPA:17"), CPA: 17 LIMITED PARTNERSHIP, a Delaware limited partnership of which CPA 17 is the general partner (the "Operating Partnership"), and CAREY ASSET MANAGEMENT CORP., a Delaware corporate and wholly-owned subsidiary of W. P. Carey Inc. (the "Advisor").

Walker & Dunlop – Walker & Dunlop, Inc. 2015 Equity Incentive Plan as Amended and Restated Effective May 1, 2017 Management Deferred Stock Unit Purchase Matching Program (February 23rd, 2018)
Walker & Dunlop – 2015 Equity Incentive Plan (February 23rd, 2018)

Walker & Dunlop, Inc., a Maryland corporation (the "Company"), hereby grants deferred stock units (the "Deferred Stock Units") relating to shares of the Company's common stock, par value $0.01 per share (the "Stock"), to the Participant named below, subject to the vesting conditions set forth below. Additional terms and conditions of the Deferred Stock Units are set forth on this cover sheet and in the attached Deferred Stock Unit Agreement (together, the "Agreement"), in the Company's Management Deferred Stock Unit Purchase Matching Program (as amended from time to time, the "Matching Program"), and in the Company's 2015 Equity Incentive Plan (as amended from time to time, the "Plan").

Healthcare Trust of America Holdings, LP – Healthcare Trust of America, Inc., as Issuer U.S. Bank National Association, as Trustee INDENTURE Dated as of % Subordinated Notes Due (February 23rd, 2018)

INDENTURE dated as of , between Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Issuer), having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

THIRD AMENDMENT TO LEASE (Redmond) (February 23rd, 2018)

THIS THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered into as of _______________, 2017, by and between BRE WA OFFICE OWNER LLC, a Delaware limited liability company ("Landlord") and MICROVISION, INC., a Delaware corporation ("Tenant").

Sl Green Operating Partnership, L.P. – First Amendment to Amended and Restated Employment and Noncompetition Agreement (February 23rd, 2018)

This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Amendment"), effective as of August 28, 2014 is made by and between Andrew W. Mathias ("Executive") and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the "Employer").

W. P. Carey – First Amendment to Amended and Restated Advisory Agreement (February 23rd, 2018)

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this "Amendment") dated as of June 13, 2017, is among CAREY WATERMARK INVESTORS INCORPORATED, a Maryland corporation ("CWI 1"), CWI OP, LP, a Delaware limited partnership of which CWI 1 is a general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").

Sl Green Operating Partnership, L.P. – Second Amendment to Amended and Restated Employment and Noncompetition Agreement (February 23rd, 2018)

This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Amendment"), effective as of December 20, 2016 is made by and between Andrew W. Mathias ("Executive") and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the "Employer").

Store – Employment Agreement Among Store Capital Corporation, Store Capital Advisors, Llc and Christopher K. Burbach (February 23rd, 2018)

This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November 2, 2017 (the "Effective Date"), is entered into by and among STORE Capital Corporation, a Maryland corporation (the "Guarantor"), STORE Capital Advisors, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Guarantor (the "Company"), and Christopher K. Burbach (the "Executive").

The Macerich Company [2018] Ltip Unit Award Agreement (Performance-Based) (February 23rd, 2018)

[2018] LTIP UNIT AWARD AGREEMENT (Performance-Based) made as of the date set forth on Schedule A hereto between The Macerich Company, a Maryland corporation (the "Company"), its subsidiary The Macerich Partnership, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the "Partnership"), and the party listed on Schedule A (the "Grantee").

Omega Healthcare Investors, Inc. – Directors and Officers Indemnification Agreement (February 23rd, 2018)

This INDEMNIFICATION AGREEMENT, (this "Agreement"), is made and entered into by and between Omega Healthcare Investors, Inc., a Maryland corporation (the "Company") and __________________ ("Indemnitee") as of , 20___ (the "Effective Date").

Walker & Dunlop – 2015 Equity Incentive Plan (February 23rd, 2018)

Walker & Dunlop, Inc., a Maryland corporation (the "Company"), hereby grants restricted stock units (the "Restricted Stock Units") relating to shares of the Company's common stock, par value $0.01 per share (the "Stock"), to the Participant named below, subject to the vesting conditions set forth below. Additional terms and conditions of the Restricted Stock Units are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the "Agreement"), in the Company's Management Deferred Stock Unit Purchase Matching Program (as amended from time to time, the "Matching Program"), and in the Company's 2015 Equity Incentive Plan (as amended from time to time, the "Plan").

Dropbox, Inc. – Article 2 Lease Term (February 23rd, 2018)
Restricted Stock Unit Agreement (February 23rd, 2018)

This Restricted Stock Unit Agreement (the "Unit Agreement") evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

Amendment of Solicitation/Modification of Contract (February 23rd, 2018)

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

Guaranty (February 23rd, 2018)

This Guaranty (this "Guaranty") is dated as of February 22, 2018, by and between KBR, Inc., a Delaware corporation (the "Guarantor"), and Kamco Holdings, Inc., a Maryland corporation (the "Beneficiary"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement.

Independence Realty Trust, Inc – Exchange Rights Agreement (February 23rd, 2018)

THIS EXCHANGE RIGHTS AGREEMENT (this "Agreement"), dated as of June 30, 2017, is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the "Company"), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).

Healthcare Trust of America Holdings, LP – Healthcare Trust of America Holdings, LP, as Issuer Healthcare Trust of America, Inc., as Guarantor U.S. Bank National Association, as Trustee INDENTURE Dated as of % Senior Notes Due (February 23rd, 2018)

INDENTURE dated as of , among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Walker & Dunlop – Walker & Dunlop, Inc. Management Deferred Stock Unit Purchase Plan Deferred Stock Unit Agreement (February 23rd, 2018)

Walker & Dunlop, Inc., a Maryland corporation (the "Company"), hereby grants fully vested deferred stock units (the "Deferred Stock Units") relating to shares of the Company's common stock, par value $0.01 per share (the "Stock"), to the Participant named below in respect of the Participant's election to purchase shares of Stock with the Participant's annual incentive bonus. Additional terms and conditions of the Deferred Stock Units are set forth on this cover sheet and in the attached Deferred Stock Unit Agreement (together, the "Agreement") and in the Company's Management Deferred Stock Unit Purchase Plan (as amended from time to time, the "Purchase Plan").

Sl Green Operating Partnership, L.P. – Third Amendment to Amended and Restated Employment and Noncompetition Agreement (February 23rd, 2018)

This THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Amendment"), effective as of December 21, 2017 is made by and between Andrew W. Mathias ("Executive") and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the "Employer").

Spirit Realty, L.P. – Contract (February 23rd, 2018)
Walker & Dunlop – Walker & Dunlop, Inc. Management Deferred Stock Unit Purchase Plan as Amended and Restated Effective May 1, 2017 (February 23rd, 2018)
EntreMed, Inc. – Casi Pharmaceuticals, Inc. Common Stock Sales Agreement (February 23rd, 2018)
Arbor Realty Trust – Loan Obligation Purchase Agreement (February 23rd, 2018)

This LOAN OBLIGATION PURCHASE AGREEMENT (this Agreement) is made as of December 20, 2017 by and between Arbor Realty SR, Inc., a Maryland corporation (the Seller), and Arbor Realty Commercial Real Estate Notes 2017-FL3, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer and, in some instances, the Purchaser).

Sunoco LP – Distributor Motor Fuel Agreement (February 23rd, 2018)

This Distributor Motor Fuel Agreement (this "Agreement") is made and executed as of January 23, 2018, by and between Sunoco, LLC ("Company") whose address is 3801 West Chester Pike, Newtown Square, Pennsylvania 19073, and 7-Eleven, Inc. and SEI Fuel Services, Inc. (collectively, "Distributor"), whose address is 3200 Hackberry Road, Irving, Texas 76063, and states the terms and conditions under which Company will sell, and Distributor will purchase, Company's branded and unbranded gasoline (regular, plus and premium grades, and E-85 where applicable), diesel and kerosene.

Healthcare Trust of America Holdings, LP – Healthcare Trust of America, Inc., as Issuer U.S. Bank National Association, as Trustee INDENTURE Dated as of % Senior Notes Due (February 23rd, 2018)

INDENTURE dated as of , between Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Issuer), having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Healthcare Trust of America Holdings, LP – Healthcare Trust of America Holdings, LP, as Issuer Healthcare Trust of America, Inc., as Guarantor U.S. Bank National Association, as Trustee INDENTURE Dated as of % Subordinated Notes Due (February 23rd, 2018)

INDENTURE dated as of , among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Restricted Stock Unit Agreement (February 23rd, 2018)

This Restricted Stock Unit Agreement (the "Unit Agreement") evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

Arbor Realty Trust – ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LTD., as Issuer, ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LLC, as Co-Issuer, ARBOR REALTY SR, INC., as Advancing Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar, AND U.S. BANK NATIONAL ASSOCIATION, as Custodian INDENTURE Dated as of December 20, 2017 (February 23rd, 2018)

INDENTURE, dated as of December 20, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as custodian and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

Performance-Vested Restricted Stock Unit Agreement (February 23rd, 2018)

This Restricted Stock Unit Agreement (the "Unit Agreement") evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

Indenture (February 23rd, 2018)

(r) Immunity of General Partners, Limited Partners, Shareholders, Directors, Officers, Employees, Incorporators and Agents of the Issuer and Guarantors

Guaranty (February 23rd, 2018)

This Guaranty (this "Guaranty") is made as of September 14, 2017, by the parties identified in the signature pages thereto, and any Joinder to Guaranty hereafter delivered (collectively, the "Guarantors"), to and for the benefit of KeyBank National Association, individually {"KeyBank") and as administrative agent {"Administrative Agent") for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the "Lenders").