Texas Sample Contracts

CarMax Auto Owner Trust 2018-1 – CARMAX AUTO FUNDING LLC, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of January 1, 2018 (January 19th, 2018)

AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the Owner Trustee).

SCHEDULE a Apache Corporation Stock Option Grant Agreement GRANT NOTICE (January 19th, 2018)

This Stock Option Award Agreement (this Agreement), dated as of the Grant Date set forth in the Notice of Option Grant attached as Schedule A hereto (the Grant Notice), is made between Apache Corporation (the Company) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.

Penn Virginia – Separation and Consulting Agreement (January 19th, 2018)

This SEPARATION AND CONSULTING AGREEMENT (this Agreement) is entered into by and between Penn Virginia Corporation (the Company) and Harry Quarls (the Executive) effective, except as provided in Section 3.3 below, as of this 18th day of January 2018.

Investview Inc – Contract (January 19th, 2018)

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Penn Virginia – Support Agreement (January 19th, 2018)

This Support Agreement, dated January 18, 2018 (this Agreement), is by and between Strategic Value Partners, LLC and certain investment funds directly or indirectly managed by Strategic Value Partners, LLC, as listed on Schedule A hereto (collectively, Shareholder and each individually, a member of Shareholder), and Penn Virginia Corporation (the Company).

Condor Hospitality Trust, Inc. – HOTEL MANAGEMENT AGREEMENT Between TRS AUS TECH, LLC and PILLAR HOTELS AND RESORTS, LLC Dated January 17, 2018 (January 19th, 2018)

This HOTEL MANAGEMENT AGREEMENT (this "Agreement") is made and entered into effective as of January 17, 2018 (the "Effective Date"), by and among TRS AUS Tech, LLC, a Delaware limited liability company ("Lessee") and Pillar Hotels and Resorts, LLC, a Delaware limited liability company ("Operator"), with reference to the following facts:

Indoor Harvest Corp – Indemnity Agreement (January 19th, 2018)

This Indemnity Agreement, effective as of January 15, 2018, is made by and between Indoor Harvest Corp, a Texas corporation with executive offices located at 5300 East Freeway, Suite A, Houston, Texas, 77020 (the "Company"), and Sandra Fowler and Chief Marketing Officer of the Company (the "Indemnitee").

Quintana Energy Services Inc. – QUINTANA ENERGY SERVICES INC. (A Delaware Corporation) [*] Shares of Common Stock UNDERWRITING AGREEMENT (January 19th, 2018)

Quintana Energy Services Inc., a Delaware corporation (the Company), and the persons listed in Schedule B hereto (the Selling Stockholders), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and each of the other Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Piper Jaffray & Co. (Piper Jaffray) are acting as representatives (in such capacity, the Representatives), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (Common Stock) set forth in Schedule A hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase

CarMax Auto Owner Trust 2018-1 – CARMAX AUTO OWNER TRUST 2018-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of January 1, 2018 (January 19th, 2018)

SALE AND SERVICING AGREEMENT, dated as of January 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), among CARMAX AUTO OWNER TRUST 2018-1, 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).

Indoor Harvest Corp – 8% Fixed Convertible Promissory Note of Indoor Harvest Corp. (January 19th, 2018)

This Note is a duly authorized Fixed Convertible Promissory Note of Indoor Harvest Corp. a corporation duly organized and existing under the laws of the State of Texas (the "Company"), designated as the Company's 8% Fixed Convertible Promissory Note in the principal amount of $550,000 (the "Note"). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the "Effective Date").

Prosperity Bancshares – AMENDED AND RESTATED BYLAWS OF PROSPERITY BANCSHARES, INC. A Texas Corporation Date of Adoption January 16, 2018 (January 19th, 2018)
Quintana Energy Services Inc. – Registration Rights Agreement (January 19th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of , 2018, by and among Quintana Energy Services Inc., a Delaware corporation (the Company), Archer Holdco LLC, a Texas limited liability company (Archer Holdco), Geveran Investments Limited, a limited company registered in Cyprus (Fredriksen Investor), and Robertson QES Investment LLC, a Delaware limited liability company (Robertson Investor), Quintana Energy Partners, L.P., a Cayman Islands exempted limited partnership (QEP), Quintana Energy Fund TE, L.P., a Cayman Islands exempted limited partnership (QEF TE) and Quintana Energy Fund FI, L.P., a Cayman Islands exempted limited partnership (QEF FI, and together with QEP and QEF TE, the Quintana Investors, and the Quintana Funds, together with Archer Holdco, the Fredriksen Investor, and the Robertson Investor, the Investors and each individually, an Investor). The Company and the Investors are sometimes referred to herein individually as a Pa

Indoor Harvest Corp – Executive Employment Agreement (January 19th, 2018)

This Executive Employment Agreement (the "Agreement") is made as of January 15, 2018, between Indoor Harvest, Corp., (the "Company") and Sandra Fowler (the "Executive").

SECURITIES PURCHASE AGREEMENT by and Among SEMGROUP CORPORATION and THE PURCHASERS NAMED HEREIN January 16, 2018 (January 19th, 2018)

SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of January 16, 2018 by and among SemGroup Corporation, Delaware corporation (the Company), WP SemGroup Holdings, L.P., a Delaware limited partnership (the W Purchaser), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the C Purchaser) and the T Purchaser (together with the W Purchaser and the C Purchaser, the Purchasers).

SCHEDULE a Apache Corporation 2018 Performance Share Program AWARD NOTICE (January 19th, 2018)

Selected Eligible Persons have been awarded a conditional grant of Apache Corporation RSUs in accordance with the terms of the Plan and the Agreement.

Patterson-UTI – PATTERSON-UTI ENERGY, INC. As Issuer and THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee First Supplemental Indenture Dated as of January 19, 2018 to the Indenture Dated as of January 19, 2018 3.95% Senior Notes Due 2028 (January 19th, 2018)

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 19, 2018 (this First Supplemental Indenture), is among Patterson-UTI Energy, Inc., a Delaware corporation (the Company), the Subsidiary Guarantors party hereto and Wells Fargo Bank, National Association, as trustee (the Trustee) under the Indenture (as defined below).

Cactus, Inc. – Tax Receivable Agreement (January 19th, 2018)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of , 2018 and effective as of the date of the initial closing of the IPO, is hereby entered into by and among Cactus, Inc., a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agent.

Quintana Energy Services Inc. – Form of Master Reorganization Agreement1 (January 19th, 2018)

This Master Reorganization Agreement (this Agreement), dated as of [ ], 2018 (the Effective Date), is entered into by and among Quintana Energy Services Inc., a Delaware corporation (PubCo); QES Holdco LLC, a Delaware limited liability company (QES Holdco); Consolidated FI Blocker, Inc., a Delaware corporation (QEF FI Blocker); Consolidated TE Blocker, Inc., a Delaware corporation (QEF TE Blocker); QES HoldCo MergerCo, LP, a Delaware limited partnership (HoldCo MergerCo); Archer Holdco LLC, a Texas limited liability company (Archer Holdco); Geveran Investments Limited, a limited company organized under the laws of Cyprus (Geveran Investments); Geveran Blocker, LLC, a Delaware limited liability company (Geveran Blocker I); QES Investment Blocker, LLC, a Delaware limited liability company (Geveran Blocker II); QES LP MergerCo, LP, a Delaware limited partnership (QES LP MergerCo); Robertson QES Investment LLC, a Delaware limited liability company (Robertson QES); and Quintana Energy Se

Patterson-UTI – PATTERSON-UTI ENERGY, INC. As Issuer and THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of January 19, 2018 Debt Securities (January 19th, 2018)

INDENTURE dated as of January 19, 2018 among Patterson-UTI Energy, Inc., a Delaware corporation (the Company), the Subsidiary Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, as trustee (the Trustee).

AMENDED AND RESTATED CREDIT AGREEMENT Among CORE MOLDING TECHNOLOGIES, INC. And 1137925 B.C. LTD. As Borrowers THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and Issuing Lender KEYBANC CAPITAL MARKETS INC. As Lead Arranger and Sole Book Runner Dated as of January 16, 2018 (January 19th, 2018)

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of the 16th day of January, 2018 among:

Registration Rights Agreement (January 19th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the "Registration Rights Agreement"), dated as of January 12, 2018, is entered into by and between Oil States International, Inc., a Delaware corporation (the "Company"), and GEODynamics B.V., a Netherlands private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("GEODynamics" and, together with the Company, the "Parties").

La Quinta Holdings Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and Between LA QUINTA HOLDINGS INC. And COREPOINT LODGING INC. Dated as of January 17, 2018 (January 18th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement), dated as of January 17, 2018 by and between La Quinta Holdings Inc., a Delaware corporation (LQ Parent), and CorePoint Lodging Inc., a Maryland corporation (CPLG). Each of LQ Parent and CPLG is sometimes referred to herein as a Party and, collectively, as the Parties. Capitalized terms shall have the meaning set forth in Section 1.1.

La Quinta Holdings Inc. – AGREEMENT AND PLAN OF MERGER by and Among Wyndham Worldwide Corporation, WHG BB Sub, Inc. And La Quinta Holdings Inc. Dated as of January 17, 2018 (January 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, is entered into as of January 17, 2018 (as it may be amended from time to time, this Agreement), by and among Wyndham Worldwide Corporation, a Delaware corporation (Parent), WHG BB Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (Merger Sub), and La Quinta Holdings Inc., a Delaware corporation (the Company). Capitalized terms which are otherwise not defined herein shall have the meaning set forth in Exhibit A hereto.

Greenfield Farms Food, Inc. – Asset Purchase Agreement (January 18th, 2018)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made this 16th day of January 2018, by Ngen Technologies USA Corp. ("NUSA"), a Texas Corporation and NUSA's wholly owned subsidiary, Ngen Technologies Korea, LTD ("NKOR"), whereby NUSA and NKOR and are referred to as the "Sellers" and Greenfield Farms Food, Inc., a Nevada Corporation ("GRAS" or the "Buyer").

GM Financial Consumer Automobile Receivables Trust 2018-1 – Contract (January 18th, 2018)
Greenfield Farms Food, Inc. – Promissory Note (January 18th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among Wyndham Worldwide Corporation, WHG BB Sub, Inc. And La Quinta Holdings Inc. Dated as of January 17, 2018 (January 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, is entered into as of January 17, 2018 (as it may be amended from time to time, this Agreement), by and among Wyndham Worldwide Corporation, a Delaware corporation (Parent), WHG BB Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (Merger Sub), and La Quinta Holdings Inc., a Delaware corporation (the Company). Capitalized terms which are otherwise not defined herein shall have the meaning set forth in Exhibit A hereto.

Liberty Oilfield Services Inc. – Tax Receivable Agreement (January 18th, 2018)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of January 17, 2018, is hereby entered into by and among Liberty Oilfield Services Inc., a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agents.

Liberty Oilfield Services Inc. – 12,731,092 Class a Shares LIBERTY OILFIELD SERVICES INC. CLASS a COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (January 18th, 2018)

Liberty Oilfield Services Inc., a Delaware corporation (the Company), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters) an aggregate of 12,731,092 shares of the Companys Class A common stock, par value $0.01 per share, to be issued and sold by the Company (the Firm Shares).

AMENDMENT AND RESTATEMENT AGREEMENT Dated as of January 16, 2018 (This Agreement), to the Credit Agreement Dated as of July 14, 2015 (The Existing Credit Agreement), Among NETSCOUT SYSTEMS, INC., a Delaware Corporation (The Borrower), the LENDERS Party Thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (In Such Capacity, the Administrative Agent). (January 18th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 16, 2018 (this Agreement), among NETSCOUT SYSTEMS, INC., as Borrower, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Lithium Americas Corp. – LITHIUM AMERICAS CORPORATION Annual Information Form for the Year Ended December 31, 2016 March 28, 2017 (January 18th, 2018)

Certain of the statements made and information contained herein is forward-looking information within the meaning of applicable Canadian securities legislation. These statements relate to future events or the Companys future performance. All statements, other than statements of historical fact, may be forward-looking statements. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are often, but not always, identified by the use of words such as seek, anticipate, plan, continue, estimate, expect, may, will, project, predict, propose, potential, targeting, intend, could, might, should, believe and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those a

GM Financial Consumer Automobile Receivables Trust 2018-1 – AMENDED AND RESTATED TRUST AGREEMENT Between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of January 18, 2018 (January 18th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 18, 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 November 28, 2017, between the Seller and the Owner Trustee.

Intelligent Highway Solutions, Inc. – Strategic Alliance Agreement (January 18th, 2018)

This agreement is made and entered into this 10th day of January, 2018 by and between Bravatek Solutions, Inc., a corporation organized under the laws of the State of Colorado, ("Bravatek"), with an address at 2028 E. Ben White Blvd., Unit #240-2835, Austin, Texas 78741 and Fazync LLC, a limited liability company organized under the laws of the State of Colorado with an address at 2376 Gold River Drive, Rancho Cordova, CA 95670 ("Fazync"). Fazync is a wholly owned subsidiary of publicly traded company Intelligent Highway Solutions, Inc., ("IHSI"), a Nevada corporation.

Independent Bank Group Inc – Independent Bank Breaks Ground on New Corporate Headquarters at Craig Ranch (January 18th, 2018)

McKinney, Texas, January 17, 2018 -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today broke ground on a new corporate headquarters at the McKinney Corporate Center Craig Ranch. The approximately 165,000 square-foot, six-story headquarters will make a statement in McKinney as the City's tallest building and allow space for Independent Bank's anticipated growth.

Strategic Student & Senior Housing Trust, Inc. – Loan Agreement (January 18th, 2018)

THIS LOAN AGREEMENT (this Agreement), is entered into as of September 28, 2017, between SSSST 700 W VIRGINIA ST, LLC, a Delaware limited liability company (Borrower), with an address at 10 Terrace Road, Ladera Ranch, California 92694, and NATIONWIDE LIFE INSURANCE COMPANY, an Ohio corporation, together with its successors and assigns, (Lender), with an address at One Nationwide Plaza, Fifth Floor, Columbus, Ohio 43215, ATTN: Real Estate Investments (1-05-701).