Sheppard, Mullin, Richter & Hampton Sample Contracts

AMERI Holdings, Inc.Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor (December 28th, 2020)
KBS Real Estate Investment Trust III, Inc.This Document Prepared By (November 16th, 2020)
AMERI Holdings, Inc.Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 415.434.9100 main 415.434.3947 fax www.sheppardmullin.com (November 9th, 2020)

This opinion is being delivered to you in connection with the Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated of August 12, 2020 (the “Tender Agreement”), between Ameri Holdings, Inc., a Delaware corporation (“Ameri”, and after giving effect to the Exchange and the completion of the transactions contemplated by the Tender Agreement, as the “Resulting Issuer”), Jay Pharma Inc., a Canada corporation (“Jay Pharma”), Jay Pharma Merger Sub, Inc., a Canada corporation, 1236567 B.C. Unlimited Liability Company, a British Columbia unlimited liability corporation, and Barry Kostner as the Parent Representative. Pursuant to the Tender Agreement, all of the outstanding stock, warrants and options of the Company shall be tendered to the Parent in exchange for stock, warrants and options of the Parent (such exchange, the “Exchange”), with the Company continuing as a wholly owned subsidiary of the Parent. Capitalized terms not defined herein shall have the meanings as

Digital Cinema Initiatives, LLC (DCI) c/o Sheppard, Mullin, Richter & Hampton 1901 Avenue of the Stars, 16th Floor Los Angeles, CA 90067 Attn: DCI Counsel (October 28th, 2020)
AMERI Holdings, Inc.Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 415.434.9100 main 415.434.3947 fax www.sheppardmullin.com (October 22nd, 2020)

This opinion is being delivered to you in connection with the Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated of August 12, 2020 (the “Tender Agreement”), between Ameri Holdings, Inc., a Delaware corporation (“Ameri”, and after giving effect to the Offer and the completion of the transactions contemplated by the Tender Agreement, as the “Resulting Issuer”), Jay Pharma Inc., a Canada corporation (“Jay Pharma”), Jay Pharma Merger Sub, Inc., a Canada corporation, 1236567 B.C. Unlimited Liability Company, a British Columbia unlimited liability corporation, and Barry Kostner as the Parent Representative. Pursuant to the Tender Agreement, Ameri will make a tender offer to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri (the “Offer”). Capitalized terms not defined herei

Enterprise Financial Services CorpSheppard, Mullin, Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, California 92626-1993 714.513.5100 main 714.513.5130 fax www.sheppardmullin.com (September 25th, 2020)

This opinion is being delivered to you in connection with the Agreement and Plan of Merger, dated as of August 20, 2020 (the “Merger Agreement”), by and among Enterprise Financial Services Corp, a Delaware corporation (“Enterprise”), Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly-owned subsidiary of Enterprise (“EB&T”), Seacoast Commerce Banc Holdings, a California corporation (“Seacoast”), and Seacoast Commerce Bank, a California chartered commercial bank and wholly-owned subsidiary of Seacoast (“Seacoast Bank”). Pursuant to the Merger Agreement, Seacoast will merge with and into Enterprise with Enterprise surviving the merger (the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).

Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 43rd Floor (May 5th, 2020)
Conatus Pharmaceuticals Inc.Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 (March 30th, 2020)
KBS Real Estate Investment Trust III, Inc.Contract (March 14th, 2019)

This Instrument Prepared By:Sheppard, Mullin, Richter & Hampton LLP650 Town Center Dr., 4th FloorCosta Mesa, CA 92626Attn: Matthew B. Holbrook Maximum principal indebtednessfor Tennessee recording taxpurposes is $61,000,000.00

Trico Bancshares /Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com (March 21st, 2018)

This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization and Merger, dated as of December 11, 2017 (the “Merger Agreement”), by and between TriCo Bancshares, a California corporation (“TriCo”), and FNB Bancorp, a California corporation (“FNBB”). Pursuant to the Merger Agreement, FNBB will merge with and into TriCo, with TriCo surviving the merger (the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).

Heritage Commerce CorpSheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com (February 26th, 2018)
KBS Real Estate Investment Trust III, Inc.SECOND MODIFICATION AND ADDITIONAL ADVANCE AGREEMENT (Short Form – Domain Gateway) (November 12th, 2015)

This SECOND MODIFICATION AND ADDITIONAL ADVANCE AGREEMENT (Short Form – Domain Gateway) (this "Agreement") is dated as of September 16, 2015, by and between KBSIII DOMAIN GATEWAY, LLC, a Delaware limited liability company ("Trustor") and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, "Agent") for the lenders from time to time party to the Loan Agreement described below (the "Lenders"). This Agreement is made with reference to the following facts:

KBS Real Estate Investment Trust III, Inc.FIRST MODIFICATION AGREEMENT (Short Form –Lake Carolyn) (November 12th, 2015)

This FIRST MODIFICATION AGREEMENT (Short Form –Lake Carolyn) (this "Agreement") is dated as of June 19, 2015, by and among KBSIII TOWER AT LAKE CAROLYN, LLC, a Delaware limited liability company ("Grantor"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, "Agent") for the lenders from time to time party to the Loan Agreement described below, the "Lenders"). This Agreement is made with reference to the following facts:

KBS Real Estate Investment Trust III, Inc.FIRST MODIFICATION AGREEMENT (Short Form – Domain Gateway) (November 12th, 2015)

This FIRST MODIFICATION AGREEMENT (Short Form –Domain Gateway) (this "Agreement") is dated as of June 19, 2015, by and among KBSIII DOMAIN GATEWAY, LLC, a Delaware limited liability company ("Grantor"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, "Agent") for the lenders from time to time party to the Loan Agreement described below, the "Lenders"). This Agreement is made with reference to the following facts:

Digital Cinema Initiatives, LLC (DCI) (September 20th, 2014)
KBS Real Estate Investment Trust III, Inc.DEED OF TRUST (WITH ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING) (The promissory notes secured hereby provide for a fluctuating interest rate)(Revolving Loan) (Spear Street) (January 10th, 2014)

THIS DEED OF TRUST (WITH ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING) (the “Deed of Trust”) is made as of December 3, 2013 by KBSIII 201 SPEAR STREET, LLC, a Delaware limited liability company, as trustor (“Grantor”), to STEWART TITLE OF CALIFORNIA, INC., as trustee (“Trustee”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent as described below (in such capacity, “Beneficiary”). The respective addresses of Grantor and Trustee are set forth in Section 5.5. Beneficiary is acting as the agent for itself and all other “Lenders” now or hereafter existing under that certain Loan Agreement dated as of April 30, 2012, as amended by that certain Additional Advance and Modification Agreement (Long Form) dated as of June 1, 2012, as further amended by that certain Second Modification Agreement dated as of September 28, 2012, as further amended by that certain Third Modification and Additional Advance Agreement (Long Form) dated

KBS Real Estate Investment Trust II, Inc.MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING by and between KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company ("Mortgagor") and a National Banking Association, as administrative bank and lead arranger ... (May 13th, 2013)

THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING is made as of February 27, 2013 by KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company, as mortgagor ("Mortgagor") to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent as described below (in such capacity, "Mortgagee"). The address of Mortgagor is c/o KBS Capital Advisors LLC, 590 Madison Avenue, 26th Floor, New York, NY 10022, Attention: Randi Kaufman, Senior Vice President, Asset Management. The address of Mortgagee is Commercial Real Estate, 4100 Newport Place, Suite 900, Newport Beach, CA 92660, Attention: Loan Administration. Mortgagee is acting as the agent for itself and all other "Lenders" now or hereafter existing under that certain Loan Agreement of even date herewith (the "Loan Agreement") between Mortgagor and each of the other borrowers (individually, each a "Borrower" and collectively, the "Borrowers") from time to time a party thereto, Mortgagee, as "Agent"

KBS Real Estate Investment Trust II, Inc.MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING by and between KBSII ONE MEADOWLANDS, LLC, a Delaware limited liability company ("Mortgagor") and a National Banking Association, as administrative bank and lead arranger ("Mortgagee") ... (May 13th, 2013)

THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING is made as of February 27, 2013 by KBSII ONE MEADOWLANDS, LLC, a Delaware limited liability company, as mortgagor ("Mortgagor") to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent as described below (in such capacity, "Mortgagee"). The address of Mortgagor is c/o KBS Capital Advisors LLC, 590 Madison Avenue, 26th Floor, New York, NY 10022, Attention: Randi Kaufman, Senior Vice President, Asset Management. The address of Mortgagee is Commercial Real Estate, 4100 Newport Place, Suite 900, Newport Beach, CA 92660, Attention: Loan Administration. Mortgagee is acting as the agent for itself and all other "Lenders" now or hereafter existing under that certain Loan Agreement of even date herewith (the "Loan Agreement") between Mortgagor and each of the other borrowers (individually, each a "Borrower" and collectively, the "Borrowers") from time to time a party thereto, Mortgagee, as "Agent" and t

KBS Real Estate Investment Trust III, Inc.RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton LLP (February 6th, 2013)
KBS Real Estate Investment Trust III, Inc.RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton LLP (February 6th, 2013)
KBS Real Estate Investment Trust III, Inc.RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton LLP (February 6th, 2013)
KBS Real Estate Investment Trust III, Inc.ADDITIONAL ADVANCE AND MODIFICATION AGREEMENT (July 20th, 2012)

This ADDITIONAL ADVANCE AND MODIFICATION AGREEMENT (Short Form - 155 North) (this "Agreement") is dated as of June 1, 2012, by and among KBSIII DOMAIN GATEWAY, LLC, a Delaware limited liability company, KBSIII LAS CIMAS IV, LLC, a Delaware limited liability company, and KBSIII 1550 WEST MCEWEN DRIVE, LLC, a Delaware limited liability company (individually and collectively, "Original Borrower"), KBSIII 155 NORTH 400 WEST, LLC, a Delaware limited liability company ("Additional Borrower" and with Original Borrower, individually or collectively as the context may require, "Borrower" or "Borrowers"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent ("Agent") and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender (collectively with any lender that becomes a party to the Loan Agreement (defined below) in the future, the "Lenders"). This Agreement is made with reference to the following facts:

Grubb & Ellis Healthcare REIT II, Inc.MORTGAGE WITH ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (LEASEHOLD) (The promissory note secured hereby provided for a fluctuating interest rate) (January 4th, 2011)

THIS MORTGAGE (WITH ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING) is made as of December 23, 2010 by G&E HC REIT II LAWTON MOB PORTFOLIO, LLC, a Delaware limited liability company (“Grantor”), to U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Mortgagee”). The respective addresses of Grantor and Mortgagee are set forth in Section 5.5.

Digital Cinema Initiatives, LLC (DCI) c/o Sheppard, Mullin, Richter & Hampton 1901 Avenue of the Stars, 16th Floor Los Angeles, CA 90067 Attn: DCI Counsel Fax: +1 310-228-3947 Ladies/Gentlemen: (September 27th, 2010)
G REIT Liquidating TrustDEED OF TRUST, ASSIGNMENT SECURITY AGREEMENT AND FIXTURE FILING by This document serves as a Fixture Filing under the Texas Uniform Commercial Code. (March 24th, 2008)

This Deed of Trust, Assignment, Security Agreement and Fixture Filing is made as of the 15th day of February, 2008, by NNN WESTERN PLACE, LLC, a Delaware limited liability company, NNN WESTERN PLACE 1, LLC, a Delaware limited liability company, NNN WESTERN PLACE 2, LLC, a Delaware limited liability company, NNN WESTERN PLACE 3, LLC, a Delaware limited liability company, NNN WESTERN PLACE 4, LLC, a Delaware limited liability company, NNN WESTERN PLACE 5, LLC, a Delaware limited liability company, NNN WESTERN PLACE 6, LLC, a Delaware limited liability company, NNN WESTERN PLACE 7, LLC, a Delaware limited liability company, and GREIT — WESTERN PLACE, LP, a Texas limited partnership (individually and collectively herein referred to as “Grantor”), whose address is c/o Grubb & Ellis Realty Investors, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705, to the TRSTE, INC., a Virginia corporation (“Initial Trustee”), whose address is 301 South Tryon Street, Charlotte, North Caro

NGA Holdco, LLCRecording requested by, and when recorded return to: Sheppard, Mullin, Richter & Hampton LLP (July 20th, 2007)
NGA Holdco, LLCRecording requested by, and when recorded return to: Sheppard, Mullin, Richter & Hampton LLP (July 20th, 2007)
NGA Holdco, LLCRecording requested by, and when recorded return to: Sheppard, Mullin, Richter & Hampton LLP (July 20th, 2007)
NGA Holdco, LLCDEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (July 20th, 2007)

This Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Deed of Trust”), dated as of February 28, 2006, is executed by Eldorado Resorts LLC, a Nevada limited liability company, as trustor (“Trustor”), in favor of First American Title Company of Nevada, as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., as Administrative Agent for the Banks and Issuing Bank party to the Loan Agreement described below, as beneficiary (“Beneficiary”), whose address is 901 Main Street, 14th Floor, Mail Code: TX1-492-14-11, Dallas, TX 75202-3714, Attention: Chris Levine.

Zond Windsystem Partners LTD Series 85-BR E C I T A L S (April 3rd, 2006)
Zond Windsystem Partners LTD Series 85-AR E C I T A L S - - - - - - - - (April 3rd, 2006)
Zond Windsystem Partners LTD Series 85 Ca) Wind Park Easement Agreement dated as of November 4, 1985 between Trustor and Zond Systems, Inc., a California corporation ("Zond"), recorded in the office of the Alameda County Recorder on December 23, 1985 as Instrument No. 85-271906, as it relates ... (August 31st, 2005)
Walt Disney Co/Exhibit 10(a) As of February 22, 2003 Louis M. Meisinger Stafford Road Thousand Oaks, CA Dear Lou: This letter reflects the terms of an agreement ("Agreement") between you and The Walt Disney Company ("Company") to retain your services pursuant to the ... (May 15th, 2003)
Eldorado Resorts LLCRECORDING REQUESTED BY: APN Number: 007-291-25 (March 29th, 2002)
Arden Realty IncTrustor: ARDEN REALTY FINANCE V, L.L.C., a Delaware limited liability company (hereinafter sometimes "BORROWER") Trustor's Arden Realty Finance V, L.L.C. Notice Address: 11601 Wilshire Boulevard, Suite 405 Los Angeles, CA 90025-1740 Attn: Diana M. Laing ... (April 20th, 1999)