Virginia Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT ($3,500,000,000 Five Year Revolving Credit Facility) Dated as of December 12, 2018 Among MEDTRONIC GLOBAL HOLDINGS S.C.A. And CERTAIN SUBSIDIARIES, as Borrowers, and MEDTRONIC, INC. And MEDTRONIC PLC, as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIBANK, N.A. DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, HSBC SECURITIES (USA) INC. And MIZUHO BANK, LTD., as Joint Lead Arrangers and Joint Bookrunners CITIB (December 13th, 2018)
Advanced Emissions Solutions, Inc. – TERM LOAN AND SECURITY AGREEMENT Among (December 13th, 2018)

This TERM LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of December 7, 2018, by and between ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation ("Debtor"), certain subsidiaries of Debtor from time to time party hereto, as Guarantors, the several financial institutions from time to time party hereto, as Lenders and THE BANK OF NEW YORK MELLON, as Administrative Agent ("Administrative Agent").

Regional Managment Corp – ARTICLE IV COLLECTIONS AND ALLOCATIONS Section 4.01 Collections and Allocations 20 ARTICLE v OTHER MATTERS RELATING TO THE DEPOSITOR Section 5.01 Liability of the Depositor 21 Section 5.02 Merger or Consolidation of the Depositor 21 Section 5.03 Limitations on Liability of the Depositor 22 Section 5.04 Limitations on Liability of the Depositor 22 ARTICLE VI OTHER MATTERS RELATING TO THE SERVICER AND THE SUBSERVICERS Section 6.01 Liability of Servicer and the Subservicers 23 Section 6.02 Merger or Consolidation Of, or Assumption of the Obligations Of, the Servicer or a Subservicer 23 Section 6. (December 13th, 2018)
Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (December 13th, 2018)
Health Insurance Innovations I – Regulatory Settlement Agreement (December 13th, 2018)

This REGULATORY SETTLEMENT AGREEMENT (the "Agreement") is entered into this 12th day of December, 2018 by and among (i) Health Insurance Innovations, Inc and Health Plan Intermediaries Holdings, LLC (collectively "Company"); (ii) the Florida Department of Financial Services ("FDFS"); (iii) the Indiana Department of Insurance ("IDOI"); (iv) the Kansas Insurance Department ("KID"); (v) the Office of the Montana State Auditor, Commissioner of Securities and Insurance ("MCSI"); (vi) the Utah Insurance Department ("UID") (FDFS, IDOI, KID, MCSI and UID collectively referred to herein as the "Lead States"); and (vii) the insurance-related regulatory bodies of such other jurisdictions choosing to adopt, agree to and approve this Agreement pursuant to the terms hereof (the "Subscribing Jurisdictions") (Subscribing Jurisdictions and Lead States collectively referred to herein as the "Settling Jurisdictions") (the Settling Jurisdictions and Company are collectively referred to herein as the "Part

AzurRx BioPharma, Inc. – Contract (December 13th, 2018)
Energy Focus, Inc. – Loan and Security Agreement (December 12th, 2018)

This LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of December 11, 2018, is entered into between AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation ("Lender"), and ENERGY FOCUS, INC., a Delaware corporation ("Borrower").

Gannett Co., Inc. – Award Agreement Performance Units (December 12th, 2018)

This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2019, constitute the formal agreement governing this award.

UBS Commercial Mortgage Trust 2018-C14 – Mortgage Loan Purchase Agreement (December 12th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 28, 2018, 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").

Sino Global Shipping America – Amendment Agreement (December 12th, 2018)

This Amendment Agreement (this "Agreement") is made and entered into as of the 10th day of December, 2018, by and among, Sino-Global Shipping America, Ltd., a Virginia corporation, (the "Company"), and Mr. Xiangbin Huang (the "Buyer").

RREEF Property Trust, Inc. – Recording Requested by and When Recorded Mail To: Stoel Rives LLP (December 12th, 2018)
Gannett Co., Inc. – Award Agreement Performance Shares (December 12th, 2018)

This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2019, constitute the formal agreement governing this award.

Gannett Co., Inc. – Award Agreement Stock Units (December 12th, 2018)

This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2019, constitute the formal agreement governing this award.

UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 7, 2018 AMONG EXTRA SPACE STORAGE LP, EXTRA SPACE STORAGE INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., Solely With Respect to the Revolving Facility and the Tranche 1 Term Loan Facility, and PNC BANK, NATIONAL ASSOCIATION, Solely With Respect to the Tranche 2 Term Loan Facility, AS CO-SYNDICATION AGENTS, TD BANK, and PNC BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., BMO HARRIS BANK N.A., BANK OF THE WEST, CITIBANK, N.A., COMPASS BANK (December 11th, 2018)
NGFC Equities, Inc. – ASSET PURCHASE AGREEMENT by and Among SYNERGY COAL, LLC AND WYOMING COUNTY COAL LLC November 7, 2018 ASSET PURCHASE AGREEMENT (December 11th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of November 7, 2018, by and among (i) Wyoming County Coal LLC, an Indiana company (the "Buyer"), and (ii) Synergy Coal, LLC, a West Virginia limited liability company (the "Company" or Seller"). The Buyer and the Seller are sometimes each referred to herein individually as a "Party" and collectively as the "Parties."

Convertible Promissory Note (December 11th, 2018)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

NGFC Equities, Inc. – ASSET PURCHASE AND SALE AGREEMENT Between THOMAS M. SHELTON and WYOMING COUNTY COAL LLC Dated as of November 7, 2018 ASSET PURCHASE AND SALE AGREEMENT (December 11th, 2018)

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of November 7, 2018, by and between THOMAS M. SHELTON, an individual ("Seller"), and WYOMING COUNTY COAL LLC, an Indiana limited liability company ("Buyer").

Securities Purchase Agreement (December 11th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 5, 2018, by and between BIOSOLAR, INC., a Nevada corporation, with its address at 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387 (the "Company"), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the "Buyer").

Appian Corp – Stock Option Cancellation Agreement (December 10th, 2018)

This Stock Option Cancellation Agreement (hereinafter "Agreement"), dated as of December 7, 2018, is made between Appian Corporation (the "Company") and Matthew Calkins (the "Optionee").

Summit Hotel Properties – Credit Agreement (December 10th, 2018)

CREDIT AGREEMENT dated as of December 6, 2018 (this "Agreement") among SUMMIT HOTEL OP, LP, a Delaware limited partnership (the "Borrower"), SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Parent" or the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j), 5.01(x) or 7.05, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), the Swing Line Banks (as hereinafter defined), DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), BANK OF AMERICA, N.A., REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as the initial issuers of Letters of Credit (as hereinafter defined) (the "Initial Issuing Banks"), DBNY, as administrative agent (together with any succes

AMENDED AND RESTATED BYLAWS OF NORTHROP GRUMMAN CORPORATION (A Delaware Corporation) (December 10th, 2018)
Ingevity Corp – AGREEMENT FOR THE SALE AND PURCHASE OF Perstorp UK Ltd. (December 10th, 2018)

Clause Page 1. Interpretation 1 2. Sale and Purchase 1 3. Consideration 2 4. Condition Precedent 2 5. Pre-Completion Undertakings 5 6. Completion 11 7. Leakage 12 8. Seller's Warranties 14 9. Limitations on the Seller's Liability 15 10. W&I Insurance 16 11. Purchaser's Warranties and Undertakings 17 12. Post Completion Undertakings 18 13. Restrictive Covenants 19 14. Announcements and Confidentiality 20 15. Notices 22 16. Further Assurance 24 17. Assignments 25 18. Payments 25 19. Taxation 26 20. General 26 21. Whole Agreement 27 22. Governing Law and Jurisdiction 27

SUBSCRIPTION AGREEMENT by and Among CRONOS GROUP INC., ALTRIA SUMMIT LLC And, Solely for the Purposes Specified Herein, ALTRIA GROUP, INC. Dated as of December 7, 2018 (December 7th, 2018)
Mvb Financial Corp – MVB FINANCIAL CORP. Issuer to Trustee SUBORDINATED INDENTURE Dated as of Subordinated Debt Securities (December 6th, 2018)

SUBORDINATED INDENTURE, dated as of (the Indenture), is made by and between MVB FINANCIAL CORP., a corporation duly organized and existing under the laws of the State of West Virginia (the Company), having its principal office at 301 Virginia Avenue, Fairmont, West Virginia 26554, and , a banking corporation, having its principal office at , not in its individual capacity but solely as Trustee (the Trustee).

Hooker Furniture Corporation – Employment Agreement (December 6th, 2018)

This agreement is made and entered into this 4th day of June, 2018, by and between Hooker Furniture Corporation ("Employer") and Jeremy Hoff ("Executive") (each a "Party" and collectively, the "Parties").

Nicholas Financial – Employment Agreement (December 6th, 2018)
Contract (December 6th, 2018)
QTS Realty Trust, Inc. – Contract (December 6th, 2018)
Hooker Furniture Corporation – Contract (December 6th, 2018)
Gannett Co., Inc. – Contract (December 6th, 2018)
Mvb Financial Corp – Contract (December 6th, 2018)
Nicholas Financial – Contract (December 6th, 2018)
Hooker Furniture Corporation – Contract (December 6th, 2018)
Hooker Furniture Corporation – Contract (December 6th, 2018)