Texas Sample Contracts

U.S. Silica Holdings Inc. – Performance Share Unit Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (April 24th, 2018)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

U.S. Silica Holdings Inc. – Restricted Stock Unit Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (April 24th, 2018)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

Strategic Storage Trust IV, Inc. – PURCHASE AND PURCHASE AND SALE AGREEMENT (Metro Mini Storage Portfolio) (April 24th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is executed by and among Metro Mini Storage No. 1, Ltd., Metro Mini Storage/Cinco, Ltd., Metro Mini Storage/Kingwood, Ltd., Metro Mini Storage/FM 1488, Ltd., Metro Mini Storage/Queenston, Ltd., Metro Mini Storage/College Station, Ltd. and Metro Mini Storage/Fairfield, Ltd., each a Texas limited partnership (each a "Seller" and collectively, whether two or more, "Sellers"), and SST IV Acquisitions, LLC, a Delaware limited liability company ("Purchaser").

RMG Networks Holding Corp – RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 (April 24th, 2018)

Reference is made to that certain Agreement and Plan of Merger, dated April 2, 2018, among SCG DIGITAL, LLC, SCG MERGER SUB, INC., SCG DIGITAL FINANCING, LLC ("Lender") and RMG NETWORKS HOLDING CORPORATION (the "Company") (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"). Capitalized terms used herein but not otherwise defined in this letter agreement have the meanings ascribed to such terms in the Merger Agreement.

U.S. Silica Holdings Inc. – Restricted Stock Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (April 24th, 2018)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

Cross Guarantee Agreement (April 24th, 2018)

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the "Guarantors" and individually, a "Guarantor"), for the benefit of the Guaranteed Parties (as defined below).

Midatech Pharma Plc – CREDIT, GUARANTY AND SECURITY AGREEMENT Dated as of December 29, 2017 by and Among MIDATECH PHARMA PLC, MIDATECH PHARMA US INC., DARA THERAPEUTICS INC., MIDATECH PHARMA (WALES) LIMITED, and MIDATECH LIMITED and Any Additional Borrower That Hereafter Becomes Party Hereto, Each as Borrower, and Collectively as Borrowers, the Guarantors From Time to Time Party Hereto, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (April 24th, 2018)

This CREDIT, GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of December 29, 2017 (the "Closing Date") by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust ("MidCap"), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a "Lender", and collectively the "Lenders"), MIDATECH PHARMA PLC, a company formed under the laws of England and Wales with company number 09216368 ("Parent"), MIDATECH PHARMA US INC., a Delaware corporation ("Midatech US"), DARA THERAPEUTICS INC., a North Carolina corporation ("DARA Therapeutics"), MIDATECH PHARMA (WALES) LIMITED, a company formed under the laws of England and Wales with company number 04929486 ("Midatech Wales"), MIDATECH LIMITED, a company formed under the laws of England and Wales with company number 04097593 ("Midatech Limited") and any additional borrower that may hereafter be added to this Agreement (collectively, together with Paren

U.S. Silica Holdings Inc. – Restricted Stock Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (April 24th, 2018)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

Brooklyn Cheesecake & Dessrt – Second Amended and Restated Credit and Guaranty Agreement (April 24th, 2018)

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of April 20, 2018, is entered into by and among MERIDIAN WASTE OPERATIONS, INC., a New York corporation ("Operations"), MOBILE SCIENCE TECHNOLOGIES, INC., a Georgia corporation ("Mobile"), ATTIS HEALTHCARE, LLC, a South Carolina limited liability company ("Healthcare"), INTEGRITY LAB SOLUTIONS, LLC, an Oklahoma limited liability company ("Integrity"), RED X MEDICAL LLC, a Georgia limited liability company ("Red X"), WELNESS BENEFITS, LLC, an Oklahoma limited liability company ("Welness"), LGMG, LLC, an Oklahoma limited liability company ("LGMG"), ATTIS INNOVATIONS, LLC, a Georgia limited liability company ("Innovations"), and ADVANCED LIGNIN BIOCOMPOSITES LLC, a Minnesota limited liability company ("Advanced Lignin"), ATTIS ENVICARE MEDICAL WASTE, LLC, a Georgia limited liability company ("Envicare"), ATTIS GENETICS, LLC, a Georgia limited liability company ("Genetics"), ATTIS FEDERAL LABS, LLC, an Oklahoma limite

Gentherm – Fourth Amendment to Credit Agreement (April 24th, 2018)

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of April 24, 2018, is entered into by and among Gentherm Incorporated, a Michigan corporation (the "Company"), Gentherm (Texas), Inc., a Texas corporation ("Gentherm Texas"), Gentherm Licensing, Limited Partnership, a Michigan limited partnership ("Gentherm Licensing US"), Gentherm GmbH, a German limited liability company ("Gentherm Germany"), Gentherm Enterprises GmbH, a German limited liability company ("Gentherm Enterprises"), Gentherm Licensing GmbH, a German limited liability company ("Gentherm Licensing Germany"; Gentherm Licensing Germany, together with Gentherm Germany and Gentherm Enterprises, the "German Borrowers"), Gentherm Global Power Technologies Inc., an Alberta corporation ("Global"), Gentherm Canada ULC, an Alberta unlimited liability company ("Gentherm Canada"; Gentherm Canada, together with Global, the "Canadian Borrowers"), the Designated Borrower party hereto (the "Designated Borrower"; the Des

GM Financial Consumer Automobile Receivables Trust 2018-2 – Contract (April 23rd, 2018)
A.H. Belo Corp. – Certificate of Formation Of (April 23rd, 2018)

The undersigned, acting as organizer of a for-profit corporation under the Texas Business Organizations Code, as amended (the TBOC), hereby adopts the following Certificate of Formation for the corporation:

A.H. Belo Corp. – Article I (April 23rd, 2018)
GM Financial Consumer Automobile Receivables Trust 2018-2 – Contract (April 23rd, 2018)
Bfc Financial – Acquisition LOAN and Security AGREEMENT by and Between ZB, N.A. DBA NATIONAL BANK OF ARIZONA AS LENDER and BLUEGREEN VACATIONS CORPORATION and BLUEGREEN VACATIONS UNLIMITED, INC., Jointly and Severally AS BORROWER Dated April 17, 2018 (April 23rd, 2018)

THIS ACQUISITION LOAN AND SECURITY AGREEMENT is made as of April 17, 2018 by and among BLUEGREEN VACATIONS CORPORATION, a Florida corporation ("BXG") and BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("BVU"), jointly and severally (individually and collectively, as the context requires "Borrower") and ZB, N.A. DBA NATIONAL BANK OF ARIZONA, a national banking association ("Lender").

A.H. Belo Corp. – Agreement and Plan of Merger (April 23rd, 2018)

This AGREEMENT AND PLAN OF MERGER dated as of April 23, 2018 (this Agreement), is made and entered into by and between A. H. Belo Corporation, a Delaware corporation (the Parent Corporation), and A. H. Belo Texas, Inc., a Texas corporation and a wholly owned subsidiary of the Parent Corporation ( New AHC).

Ashford Hospitality Prime, Inc. – Fifth Amended and Restated Advisory Agreement Braemar Hotels & Resorts Inc. (April 23rd, 2018)

THIS FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT (this Amended Agreement), is dated as of April 23, 2018, by and between BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the Company), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the Operating Partnership), BRAEMAR TRS CORPORATION, a Delaware corporation, ASHFORD INC., a Maryland corporation (Ashford Inc.), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company which is the operating company of Ashford Inc. (Advisors LLC and, together with Ashford Inc., the Advisor). The parties to this Amended Agreement are sometimes referred to herein individually as a Party or collectively as the Parties. Unless the context otherwise requires, the term Company and the term Advisor shall collectively include such Party and its respective Subsidiaries (including, with respect to the Company, the Operating Partnership and in the case of the Advisor, all Majority or Minority Subsidiaries). All ca

Orthofix International N.V. – THIS CERTIFIES THAT Is the Owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK PAR VALUE OF $0.10 PER SHARE OF Orthofix Medical Inc., a Corporation Incorporated Under the Laws of the State of Delaware (Herein Called the Company), Transferable on the Books of the Company in Person, or by Duly Authorized Attorney, Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby, Are Issued and Shall Be Held Subject to All of the Provisions of (April 23rd, 2018)
AGREEMENT AND PLAN OF MERGER by and Among VECTREN CORPORATION, CENTERPOINT ENERGY, INC. And PACER MERGER SUB, INC. Dated as of April 21, 2018 (April 23rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 21, 2018, is by and among VECTREN CORPORATION, an Indiana corporation (the Company), CENTERPOINT ENERGY, INC., a Texas corporation (the Parent), and PACER MERGER SUB, INC., an Indiana corporation and wholly owned subsidiary of Parent (Merger Sub and, together with the Company and Parent, the Parties).

Project Pacer $5.0 Billion Senior Unsecured Bridge Facility Commitment Letter (April 23rd, 2018)

You have advised Goldman Sachs Bank USA (Goldman Sachs), Morgan Stanley Senior Funding, Inc. (MSSF and, together with Goldman Sachs the Initial Lenders and, the Initial Lenders together with each Lender (as defined below) that becomes a party hereto in accordance with Section 3 hereof, collectively, the Commitment Parties, we or us), that CenterPoint Energy, Inc. (the Company or you), intends to acquire (the Acquisition) all of the equity interests of a company previously identified to us and codenamed Pacer (the Target) pursuant to an Agreement and Plan of Merger to be entered into by and among the Company, a direct or indirect wholly-owned domestic subsidiary of the Company and the Target (the Acquisition Agreement) and to consummate certain transactions described therein and in this Commitment Letter, in each case on the terms and subject to the conditions set forth in this Commitment Letter and Exhibits A and B (collectively, the Commitment Letter).

China Wind Systems – Securities Purchase Agreement (April 23rd, 2018)

This Securities Purchase Agreement (this "Agreement"), dated as of April 20, 2018, is entered into by and between Sharing Economy International Inc., a Nevada corporation ("Company"), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns ("Investor").

AGREEMENT AND PLAN OF MERGER by and Among VECTREN CORPORATION, CENTERPOINT ENERGY, INC. And PACER MERGER SUB, INC. Dated as of April 21, 2018 (April 23rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 21, 2018, is by and among VECTREN CORPORATION, an Indiana corporation (the Company), CENTERPOINT ENERGY, INC., a Texas corporation (the Parent), and PACER MERGER SUB, INC., an Indiana corporation and wholly owned subsidiary of Parent (Merger Sub and, together with the Company and Parent, the Parties).

GM Financial Consumer Automobile Receivables Trust 2018-2 – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2 Class A-1 2.30000% Asset Backed Notes Class A-2-A 2.55% Asset Backed Notes Class A-2-B Floating Rate Asset Backed Notes Class A-3 2.81% Asset Backed Notes Class A-4 3.02% Asset Backed Notes Class B 3.12% Asset Backed Notes Class C 3.31% Asset Backed Notes Class D 0.00% Asset Backed Notes INDENTURE Dated as of April 19, 2018 (April 23rd, 2018)

INDENTURE, dated as of April 19, 2018, between GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the Issuer), and WELLS FARGO BANK, N.A., a national banking association, as trustee (in such capacity, the Trustee) and Trust Collateral Agent (in such capacity, the Trust Collateral Agent).

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 23rd, 2018)
Second Amendment to Credit Agreement (April 23rd, 2018)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered into as of April 20, 2018 by and among LUBY'S, INC. (the "Borrower"), each other Credit Party party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent").

GM Financial Consumer Automobile Receivables Trust 2018-2 – AMENDED AND RESTATED TRUST AGREEMENT Between AFS SENSUB CORP. Seller And (April 23rd, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 19, 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 February 28, 2018, between the Seller and the Owner Trustee.

Orthofix International N.V. – Form of Indemnification Agreement (April 23rd, 2018)

This Indemnification Agreement (this Agreement) is dated as of the [ ] day of [ ], 20[ ], [and effective as of immediately following the Effective Time (as defined below)], by and between ORTHOFIX MEDICAL INC., a Delaware corporation, (the Company) and [Name] (the Indemnitee).

Seventh Amendment to Loan and Security Agreement and to Other Loan Documents (April 23rd, 2018)

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND TO OTHER LOAN DOCUMENTS (this "Amendment") is made as of April 20, 2018, by and between LEX-GEN WOODLANDS, L.P., a Delaware limited partnership ("Borrower"), and iSTAR LEX LENDER LLC, a Delaware limited liability company (together with its successors and assigns, hereinafter referred to as "Lender"), with offices at c/o iStar Inc., 1114 Avenue of the Americas, 38th Floor, New York, New York 10036.

Project Pacer $5.0 Billion Senior Unsecured Bridge Facility Commitment Letter (April 23rd, 2018)

You have advised Goldman Sachs Bank USA (Goldman Sachs), Morgan Stanley Senior Funding, Inc. (MSSF and, together with Goldman Sachs the Initial Lenders and, the Initial Lenders together with each Lender (as defined below) that becomes a party hereto in accordance with Section 3 hereof, collectively, the Commitment Parties, we or us), that CenterPoint Energy, Inc. (the Company or you), intends to acquire (the Acquisition) all of the equity interests of a company previously identified to us and codenamed Pacer (the Target) pursuant to an Agreement and Plan of Merger to be entered into by and among the Company, a direct or indirect wholly-owned domestic subsidiary of the Company and the Target (the Acquisition Agreement) and to consummate certain transactions described therein and in this Commitment Letter, in each case on the terms and subject to the conditions set forth in this Commitment Letter and Exhibits A and B (collectively, the Commitment Letter).

Award Agreement (April 23rd, 2018)

This Award, granted effective on ____________ (the "Grant Date"), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the "Corporation"), to ________________ (the "Participant") is subject to the terms and conditions of the 2011 Equity Participation Plan (the "Plan") and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to the Award Agreement.

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO OWNER TRUST 2018-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of April 1, 2018 (April 20th, 2018)

SALE AND SERVICING AGREEMENT, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), among CARMAX AUTO OWNER TRUST 2018-2, a Delaware statutory trust (the Trust), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the Depositor), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (CarMax), as servicer (in such capacity, the Servicer).

Commercial Metals Company – Commercial Metals Company 5.750% Senior Notes Due 2026 PURCHASE AGREEMENT (April 20th, 2018)

Introductory. Commercial Metals Company, a Delaware corporation (the Company), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and the other several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of the Companys 5.750% Senior Notes due 2026 (the Securities). Merrill Lynch has agreed to act as the representative of the several Initial Purchasers (the Representative) in connection with the offering and sale of the Securities.

Amended and Restated Support Agreement (April 20th, 2018)

This Amended and Restated Support Agreement (this Agreement) is dated as of April 18, 2018 between General Motors Company, a Delaware corporation (GM), and General Motors Financial Company, Inc., a Texas corporation (GMF).

364-Day REVOLVING CREDIT AGREEMENT Among GENERAL MOTORS COMPANY, GENERAL MOTORS FINANCIAL COMPANY, INC., GM GLOBAL TREASURY CENTRE LIMITED, THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, Dated as of April 18, 2018 JPMORGAN CHASE BANK, N.A., as Administrative Agent, Global Coordinator, Joint Lead Arranger and Joint Bookrunner CITIBANK, N.A., as Syndication Agent CITIGROUP GLOBAL MARKETS INC., as Global Coordinator, Joint Lead Arranger and Joint Bookrunner INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED NEW YORK BRANCH1,2 THE TORO (April 20th, 2018)

364-DAY REVOLVING CREDIT AGREEMENT, dated as of April 18, 2018 (this Agreement), among GENERAL MOTORS COMPANY, a Delaware corporation (the Company), General Motors Financial Company, Inc., a Texas corporation (GMF), GM Global Treasury Centre Limited, a private limited company incorporated under the laws of England and Wales (GMGTC), the other Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties hereto, as lenders (collectively, the Lenders), JPMORGAN CHASE BANK, N.A. (and any of its branches and affiliates acting on its behalf in such capacity), as administrative agent for the Lenders (in such capacity, the Administrative Agent), CITIBANK, N.A., as syndication agent (in such capacity, the Syndication Agent) and BANK OF AMERICA, N.A., as co-syndication agent (in such capacity, the Co-Syndication Agent).

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of April 1, 2018 (April 20th, 2018)

AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the Depositor), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the Owner Trustee).