South Carolina Sample Contracts

Carolina Financial Corp – CAROLINA FINANCIAL CORPORATION Issuer to Trustee SUBORDINATED INDENTURE Dated as of , 20 Subordinated Debt Securities (January 12th, 2018)

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101. Definitions 2 Section 102. Compliance Certificates and Opinions 8 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 9 Section 105. Notices, Etc., to Trustee and Company 11 Section 106. Notice to Holders 11 Section 107. Language of Notices 12 Section 108. Conflict With Trust Indenture Act 12 Section 109. Effect of Headings and Table of Contents 12 Section 110. Successors and Assigns 12 Section 111. Separability Clause 12 Section 112. Benefits Of Indenture 12 Section 113. Governing Law 12 Section 114. Legal Holidays 12 ARTICLE TWO SECURITIES FORMS 13 Section 201. Forms Generally 13 Section 202. Form of Trustee's Certificate of Authentication 13 Section 203. Securities in Global

Carolina Financial Corp – Carolina Financial Corporation (January 12th, 2018)

SENIOR INDENTURE, dated as of __________, 20 (the "Indenture"), is made by and between Carolina Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), having its principal office at 288 Meeting Street, Charleston, South Carolina 29401, and [ ], having its principal office at [ ], not in its individual capacity but solely as Trustee (the "Trustee").

Carolina Financial Corp – Form of Deposit Agreement (January 12th, 2018)

This DEPOSIT AGREEMENT ("Deposit Agreement") is made and entered into as of , 20 , by and among Carolina Financial Corporation, a Delaware corporation, [ ], and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Cardlytics, Inc. – General Services Agreement (January 12th, 2018)

This GENERAL SERVICES AGREEMENT (Agreement) is entered into as of the Effective Date by and between Bank of America, N.A, (Bank of America), a national banking association, and the above-named Supplier, a corporation, and consists of this signature page and attached Terms and Conditions, Schedules, and all other documents attached hereto, which are incorporated in full by this reference.

December 29, 2017 (January 11th, 2018)

Interlink Electronics, Inc. is pleased to extend you this offer of employment for the position of Chief Financial Officer of Interlink Electronics, Inc. ("Interlink"). The start date of your employment shall be January 8, 2018. You understand that you shall be an "at will" employee and that you have not been offered employment for any specified term.

Brooklyn Cheesecake & Dessrt – Third Amendment to Amended and Restated Credit and Guaranty Agreement (January 10th, 2018)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this "Amendment") is entered into as of January 5, 2018 by and among HERE TO SERVE - MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company ("HTS MWD"), HERE TO SERVE - GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company ("HTS GWD"), MERIDIAN WASTE OPERATIONS, INC., a New York corporation ("Operations"), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company ("MLC"), CHRISTIAN DISPOSAL, LLC, a Missouri limited liability company ("Christian Disposal"), FWCD, LLC, a Missouri limited liability company ("FWCD"), THE CFS GROUP, LLC, a Virginia limited liability company ("CFS"), THE CFS GROUP DISPOSAL & RECYCLING SERVICES, LLC, a Virginia limited liability company ("CFS Disposal"), RWG5, LLC, a Virginia limited liability company ("RWG5"), MERIDIAN WASTE MISSOURI, LLC, a Missouri limited liability company ("Meridian Missouri"), ATTIS INNOVATIONS, LLC (f/k/a Meridian Innovations, LLC),

US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

AGREEMENT AND PLAN OF MERGER by and Among DOMINION ENERGY, INC., SEDONA CORP. And SCANA CORPORATION Dated as of January 2, 2018 (January 5th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2018 (this Agreement), is entered into by and among DOMINION ENERGY, INC., a Virginia corporation (Parent), SEDONA CORP., a South Carolina corporation and a wholly-owned Subsidiary of Parent (Merger Sub) and SCANA CORPORATION, a South Carolina corporation (the Company).

Scana – AGREEMENT AND PLAN OF MERGER by and Among DOMINION ENERGY, INC., SEDONA CORP. And SCANA CORPORATION Dated as of January 2, 2018 (January 5th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2018 (this Agreement), is entered into by and among DOMINION ENERGY, INC., a Virginia corporation (Parent), SEDONA CORP., a South Carolina corporation and a wholly-owned Subsidiary of Parent (Merger Sub) and SCANA CORPORATION, a South Carolina corporation (the Company).

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.

World Acceptance Corporation – December 31, 2017 (January 4th, 2018)
$550,000,000 BRIDGE CREDIT AGREEMENT Dated as of January 2, 2018 Among MOLINA HEALTHCARE, INC., as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and MORGAN STANLEY SENIOR FUNDING, INC. As Joint Lead Arrangers and Joint Bookrunners (January 2nd, 2018)

THIS BRIDGE CREDIT AGREEMENT (this "Agreement") is made and entered into as of January 2, 2018, by and among MOLINA HEALTHCARE, INC., a Delaware corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent").

Cco Holdings Llc – (A) This Restatement Agreement Shall Be Construed and Interpreted in Accordance With and Governed by the Law of the State of New York. (B) Each Party Hereto Hereby Irrevocably and Unconditionally Waives Trial by Jury in Any Legal Action or Proceeding Relating to This Restatement Agreement and for Any Counterclaim Herein. (December 28th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of December 21, 2017, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the Borrower), CCO HOLDINGS, LLC, a Delaware limited liability company (Holdings), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the Administrative Agent).

UBS Commercial Mortgage Trust 2017-C7 – Mortgage Loan Purchase Agreement (December 27th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 20, 2017, between UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C7 – Mortgage Loan Purchase Agreement (December 27th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 20, 2017, between KeyBank National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C7 – Mortgage Loan Purchase Agreement (December 27th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 20, 2017, 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 UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C7 – Mortgage Loan Purchase Agreement (December 27th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 20, 2017, between Cantor Commercial Real Estate Lending, L.P., as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C7 – Mortgage Loan Purchase Agreement (December 27th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 20, 2017, between Natixis Real Estate Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Morgan Stanley Capital I Trust 2017-HR2 – 1. Agreement to Purchase 2 2. Conveyance of Mortgage Loans 2 3. Examination of Mortgage Files and Due Diligence Review 8 4. Representations, Warranties and Covenants of Seller and Purchaser 9 5. Remedies Upon Breach of Representations and Warranties Made by Seller 16 6. Closing 22 7. Closing Documents 23 8. Costs 26 9. Notices 26 10. Severability of Provisions 26 11. Further Assurances 26 12. Survival 27 13. Governing Law; Waiver of Jury Trial; Consent to Jurisdiction 27 14. Benefits of Mortgage Loan Purchase Agreement 28 15. Miscellaneous 28 16. Entire Agreement 28 (December 22nd, 2017)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of December 1, 2017, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent (in such capacity, the "Authenticati

Morgan Stanley Capital I Trust 2017-HR2 – MORTGAGE LOAN PURCHASE AGREEMENT Between ARGENTIC REAL ESTATE FINANCE LLC as Seller and Morgan Stanley Capital I Inc. As Purchaser Dated December 12, 2017 (December 22nd, 2017)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of December 1, 2017, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent (in such capacity, the "Authenticati

Helicon Group Lp – Eighth Supplemental Indenture (December 22nd, 2017)

EIGHTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of December 21, 2017 among Charter Communications Operating, LLC, a Delaware limited liability company (CCO), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (the Parent Guarantor), and the subsidiary guarantors named on Schedule I hereto (collectively with the Parent Guarantor, the Guarantors) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee) and collateral agent (the Collateral Agent) under the Indenture referred to below.

Wheeler Real Estate Investment – AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2017 by and Among WHEELER REIT, L.P., AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, KEYBANC CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER (December 22nd, 2017)

THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 21st day of December, 2017, by and among WHEELER REIT, L.P., a Virginia limited partnership ("Borrower"), the Guarantors party hereto from time to time, KEYBANK NATIONAL ASSOCIATION ("KeyBank"), the other lending institutions which are parties to this Agreement as "Lenders", and the other lending institutions that may become parties hereto pursuant to SS18, KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the "Agent"), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Runner.

Morgan Stanley Capital I Trust 2017-HR2 – MORTGAGE LOAN PURCHASE AGREEMENT Between CITI REAL ESTATE FUNDING INC. As Seller and Morgan Stanley Capital I Inc. As Purchaser Dated December 12, 2017 (December 22nd, 2017)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of December 1, 2017, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent (in such capacity, the "Authenticati

CION Investment Corp – Up to U.S. $200,000,000 LOAN AND SERVICING AGREEMENT Dated as of December 19, 2017 Among 33rd Street Funding, LLC, as the Borrower Cion Investment Management, Llc, as the Portfolio Manager MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders and U.S. Bank National Association, as the Collateral Agent, Account Bank and Collateral Custodian (December 22nd, 2017)
Morgan Stanley Capital I Trust 2017-HR2 – Starwood Mortgage Capital Llc (December 22nd, 2017)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of December 1, 2017, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent (in such capacity, the "Authenticati

Windstream Services, Llc – Windstream Services, LLC Windstream Finance Corp. 8.75% SENIOR NOTES DUE 2024 Indenture Dated as of December 13, 2017 U.S. Bank National Association, as Trustee (December 18th, 2017)

INDENTURE dated as of December 13, 2017 among Windstream Services, LLC, a Delaware limited liability company, Windstream Finance Corp., a Delaware corporation, the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.

UBS Commercial Mortgage Trust 2017-C6 – Mortgage Loan Purchase Agreement (December 13th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 1, 2017, between UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C6 – Mortgage Loan Purchase Agreement (December 13th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 1, 2017, between Natixis Real Estate Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C6 – Mortgage Loan Purchase Agreement (December 13th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 1, 2017, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C6 – Mortgage Loan Purchase Agreement (December 13th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 1, 2017, between Cantor Commercial Real Estate Lending, L.P., as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C6 – Mortgage Loan Purchase Agreement (December 13th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 1, 2017, between KeyBank National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C6 – Mortgage Loan Purchase Agreement (December 13th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 1, 2017, 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 UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C6 – CO-LENDER AGREEMENT Dated as of November 16, 2017 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1(A-Cp) Holder, Initial Note A-1(A-Ncp) Holder and Initial Note A-1(b-Cp) Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-3(A-Cp) Holder, Initial Note A-3(b-Cp) Holder, Initial Note A-3(c-Cp) Holder, Initial Note A-3(d-Ncp) Holder, Initial Note A-3(e-Ncp) Holder and Initial Note A-3(f-Ncp) Holder) Bass Pro & Cabela's Portfolio (December 13th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of November 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-CP), the "Initial Note A-1(A-CP) Holder", and in its capacity as the initial agent, the "Initial Agent"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-NCP), the "Initial Note A-1(A-NCP) Holder"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(B-CP), the "Initial Note A-1(B-CP) Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ("UBS AG, New York Branch" and together with its successors and assign

ASSET PURCHASE AGREEMENT by and Among ENVIROSTAR, INC. And AADVANTAGE LAUNDRY SYSTEMS, INC. On the One Hand, and MICHAEL ZUFFINETTI, RYAN C. SMITH, ZUF MANAGEMENT LLC and ZUF ACQUISITIONS I LLC, D/B/a/ AADVANTAGE LAUNDRY SYSTEMS on the Other Hand Dated as of December 8, 2017 (December 13th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of December 8, 2017 (this "Agreement"), by and among EnviroStar, Inc., a Delaware corporation (the "Parent"), and AAdvantage Laundry Systems, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Buyer"), on the one hand, and Zuf Management LLC, a Texas limited liability company ("Zuf"), Michael Zuffinetti, and Ryan C. Smith (collectively with Zuf and Michael Zuffinetti, the "Members") and Zuf Acquisitions I LLC, a Texas limited liability company d/b/a/ AAdvantage Laundry Systems (the "Company"), on the other hand. The Members and the Company are sometimes collectively referred to as the "Seller Group."

Nicholas Financial – Employment Agreement (December 11th, 2017)

THIS AGREEMENT (this Agreement) is entered into as of the 12th day of December, 2017 by NICHOLAS FINANCIAL, INC., a British Columbia, Canada corporation (the Company), and DOUGLAS MAROHN (the Employee).