Virginia Sample Contracts

Steadfast Income REIT, Inc. – Assumption and Release Agreement (June 15th, 2018)

This ASSUMPTION AND RELEASE AGREEMENT ("Agreement") is dated as of June 11, 2018 by and among BRE JEFFERSON ST. ANDREWS OWNER LLC, a Delaware limited liability company ("Transferor"), SIR JEFFERSON, LLC, a Delaware limited liability company ("Transferee"), BRE IMAGINATION HOLDCO LLC, a Delaware limited liability company ("Original Guarantor"), STEADFAST INCOME REIT, INC., a Maryland corporation ("New Guarantor") and Fannie Mae, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. SS1716 et seq. and duly organized and existing under the laws of the United States ("Fannie Mae").

JPMDB Commercial Mortgage Securities Trust 2018-C8 – PURCHASER, BSPRT FINANCE, LLC, SELLER, and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P. MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 15, 2018 Fixed Rate Mortgage Loans Series 2018-C8 (June 15th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of June 15, 2018, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), BSPRT Finance, LLC, as seller (the "Seller") and Benefit Street Partners Realty Operating Partnership, L.P. ("BSPRO").

Pancretec Inc – Escrow Agreement (June 15th, 2018)

THIS ESCROW AGREEMENT, dated as of June 8, 2018, by and among ACOLOGY, INC., a Florida corporation (the "Company"), MARK HAINBACH (the "Seller") and ESCROW, LLC (the "Escrow Holder" and, together with the Company and the Seller, the "Parties"),

Time Warner Inc. 1999 Stock Plan (June 15th, 2018)
364-Day TERM LOAN CREDIT AGREEMENT Among DOMINION ENERGY, INC., as the Borrower, the Several Banks and Other Financial Institutions From Time to Time Parties Hereto, as Lenders TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, TD SECURITIES (USA) LLC as Lead Arranger and Bookrunner Dated as of as of June 14, 2018 (June 15th, 2018)

364-DAY TERM LOAN CREDIT AGREEMENT (this Credit Agreement), dated as of June 14, 2018 among DOMINION ENERGY, INC., a Virginia corporation (the Borrower), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), and TORONTO DOMINION (TEXAS) LLC (TD), as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent).

Uranium Resources, Inc. – We Are Acting as Counsel to Westwater Resources, Inc., a Delaware Corporation (The Company), in Connection With the Registered Direct Offering of (I) Up to 3,717,773 Shares (The Shares) of the Common Stock, Par Value $0.001 Per Share (Common Stock), (Ii) Warrants to Purchase an Aggregate of Up to 4,968,518 Shares of Common Stock (The Warrants) and (Iii) Up to 4,968,518 Shares of Common Stock Issuable Upon Exercise of the Warrants (The Warrant Shares and Together With the Shares and the Warrants, the Securities), in Each Case Pursuant to the Companys Effective Registration Statement on Form S-3 (June 15th, 2018)

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules, or regulations.

Steadfast Income REIT, Inc. – First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (June 15th, 2018)

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is made and entered into as of April 13, 2018, by and between BRE JEFFERSON ST. ANDREWS OWNER LLC, a Delaware limited liability company ("Seller"), and STEADFAST ASSET HOLDINGS, INC., a California corporation ("Buyer").

Kraft Heinz Co – SECOND AMENDMENT Dated as of June 15, 2018 (This Amendment), to the CREDIT AGREEMENT Dated as of July 6, 2015 (As Heretofore Amended, the Credit Agreement), Among THE KRAFT HEINZ COMPANY, a Delaware Corporation (Kraft Heinz), KRAFT HEINZ FOODS COMPANY, a Pennsylvania Limited Liability Company (The Parent Borrower), the LENDERS Party Thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (In Such Capacity, the Administrative Agent), and J.P. MORGAN EUROPE LIMITED, as London Agent. (June 15th, 2018)

CREDIT AGREEMENT dated as of July 6, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) dated as of July 6, 2015, among THE KRAFT HEINZ COMPANY, a Delaware corporation (Kraft Heinz); KRAFT HEINZ FOODS COMPANY, a Pennsylvania corporationlimited liability company (the Parent Borrower), as a borrower and a guarantor; the banks, financial institutions and other institutional lenders listed on the signature pages hereof (the Initial Lenders); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as hereinafter defined) (in such capacity, and together with any successor agent appointed in accordance with Section 7.06, the Administrative Agent); and J.P. MORGAN EUROPE LIMITED, as London agent for the Lenders (in such capacity, and together with any successor London agent appointed in accordance with Section 7.06, the London Agent).

USA Compression Partners Lp – USA COMPRESSION PARTNERS, LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 12, 2018 (June 14th, 2018)
Dated as of June 13, 2018, Among AUTOMATIC DATA PROCESSING, INC. The BORROWING SUBSIDIARIES Referred to Herein the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. BNP PARIBAS WELLS FARGO BANK, N.A. CITIBANK, N.A. And MUFG BANK, LTD., as Syndication Agents DEUTSCHE BANK SECURITIES INC. And BARCLAYS BANK PLC, as Documentation Agents _________________________ JPMORGAN CHASE BANK, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BNP PARIBAS SECURITIES CORP. (June 14th, 2018)

FIVE-YEAR CREDIT AGREEMENT dated as of June 13, 2018 (this "Agreement"), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the "Borrowers"); the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Essential Properties Realty Trust, Inc. – $300,000,000 REVOLVING CREDIT AGREEMENT Among ESSENTIAL PROPERTIES REALTY TRUST, INC., as the Parent REIT, ESSENTIAL PROPERTIES, L.P., as the Borrower the Several Lenders From Time to Time Parties Hereto, CITIBANK, N.A. And GOLDMAN SACHS BANK USA, as Co-Syndication Agents, and BARCLAYS BANK PLC, as Administrative Agent Dated as of [_], 2018 BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., and GOLDMAN SACHS BANK USA, as Joint Lead Arrangers (June 14th, 2018)

REVOLVING CREDIT AGREEMENT, dated as of June [_], 2018, among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the Parent REIT), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), CITIBANK, N.A. and GOLDMAN SACHS BANK USA, as co-syndication agents (in such capacity, the Co-Syndication Agents), and BARCLAYS BANK PLC, as administrative agent (in such capacity, the Administrative Agent).

Dated as Of (June 14th, 2018)

364-DAY CREDIT AGREEMENT dated as of June 13, 2018 (this "Agreement"), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the "Borrowers"); the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Reata Pharmaceuticals Inc – Amended and Restated Loan and Security Agreement (June 14th, 2018)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of June 14, 2018 (the "Effective Date") by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 ("Bank" or "SVB") (each a "Lender" and collectively, the "Lenders"), and REATA PHARMACEUTICALS, INC., a Delaware corporation with offices located at 2801 Gateway Drive, Suite 150, Irving, TX 75063 ("Borrower"), amends and restates in its entirety that certain Loan and Security Agreement dated as of March 31, 2017 by and am

First Amendment to Credit Agreement (June 13th, 2018)
AltaGas Ltd. – ALTAGAS LTD. Annual Information Form for the Year Ended December 31, 2017 Dated: February 28, 2018 (June 13th, 2018)

This AIF contains forward-looking information (forward-looking statements). Words such as may, can, would, could, should, will, intend, plan, anticipate, believe, aim, seek, propose, contemplate, estimate, focus, strive, forecast, expect, project, target, potential, objective, continue, outlook, vision, opportunity and similar expressions suggesting future events or future performance, as they relate to the Corporation or any affiliate of the Corporation, are intended to identify forward-looking statements. In particular, this AIF contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results.

AltaGas Ltd. – Consolidated Balance Sheets (Condensed and Unaudited) (June 13th, 2018)

Reclassification of actuarial gains and prior service costs on defined benefit and post-retirement benefit plans (PRB) to net income (note 15)

AltaGas Ltd. – Managements Responsibility for Consolidated Financial Statements (June 13th, 2018)

The Consolidated Financial Statements and Managements Discussion and Analysis (MD&A) of AltaGas Ltd. (AltaGas or the Corporation) are the responsibility of Management and have been approved by the Board of Directors of the Corporation. The Consolidated Financial Statements have been prepared by Management in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP) and include amounts that are based on Managements best estimates and judgments.

AltaGas Ltd. – Managements Discussion and Analysis (June 13th, 2018)

This Managements Discussion and Analysis (MD&A) dated April 25, 2018 is provided to enable readers to assess the results of operations, liquidity and capital resources of AltaGas Ltd. (AltaGas or the Corporation) as at and for the three months ended March 31, 2018. This MD&A should be read in conjunction with the accompanying unaudited condensed interim Consolidated Financial Statements and notes thereto of AltaGas as at and for the three months ended March 31, 2018 and the audited Consolidated Financial Statements and MD&A as at and for the year ended December 31, 2017.

AltaGas Ltd. – Managements Discussion and Analysis (June 13th, 2018)

The Managements Discussion and Analysis (MD&A) of operations is provided to enable readers to assess the results of operations, liquidity and capital resources of AltaGas Ltd. (AltaGas or the Corporation) as at and for the year ended December 31, 2017. This MD&A, dated February 28, 2018, should be read in conjunction with the accompanying audited Consolidated Financial Statements and notes thereto of AltaGas as at, and for the year ended, December 31, 2017.

AltaGas Ltd. – WGL Holdings, Inc. Condensed Consolidated Balance Sheets (Unaudited) (June 13th, 2018)

WGL Holdings, Inc. (WGL) is a holding company that owns all of the shares of common stock of Washington Gas Light Company (Washington Gas), a regulated natural gas utility, and all of the shares of common stock of Washington Gas Resources Corporation (Washington Gas Resources) and Hampshire Gas Company (Hampshire). Washington Gas Resources owns all of the shares of common stock of four non-utility subsidiaries that include WGL Energy Services, Inc. (WGL Energy Services), WGL Energy Systems, Inc. (WGL Energy Systems), WGL Midstream, Inc. (WGL Midstream) and WGSW, Inc. (WGSW). Except where the content clearly indicates otherwise, WGL, we, us or our refers to the holding company or the consolidated entity of WGL Holdings, Inc. and all of its subsidiaries. Unless otherwise noted, these notes apply equally to WGL and Washington Gas.

AltaGas Ltd. – WGL Holdings, Inc. Washington Gas Light Company (June 13th, 2018)

We have audited the accompanying consolidated balance sheets and consolidated statements of capitalization of WGL Holdings, Inc. and subsidiaries (WGL) as of September 30, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended September 30, 2017. These financial statements are the responsibility of WGLs management. Our responsibility is to express an opinion on the financial statements based on our audits.

Amended and Restated Credit Agreement (June 13th, 2018)
AltaGas Ltd. – Notice of the Annual Meeting of Shareholders of Altagas Ltd. To Be Held on May 1, 2018 (June 13th, 2018)

This management information circular (Information Circular) is furnished in connection with the solicitation of proxies by management of AltaGas Ltd. (AltaGas) for use at the annual meeting (the Meeting) of the holders (Shareholders) of common shares (Shares) of AltaGas to be held at The Metropolitan Conference Centre, 333 4th Avenue SW, Calgary, Alberta, on Tuesday, May 1, 2018 at 3:00 p.m. (Calgary time) and at any adjournment(s) thereof for the purposes set out in the accompanying notice of meeting (the Notice of Meeting). Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to the beneficial owners of the Shares. AltaGas is not relying on the notice-and-access provisions of NI 54-101 to send proxy-related materials to registered Shareholders or beneficial owners of Shares

Bloom Energy Corp – Table of Contents (June 12th, 2018)

Diamond State Generation Partners, LLC, a Delaware limited liability company (the Company), agrees with each of the Purchasers as follows:

Release Agreement (June 12th, 2018)

This Release Agreement (the "Agreement"), by and between Internap Corporation (the "Company") and Robert Dennerlein ("You" or "Your") (the Company and You collectively referred to as the "Parties") is entered into and effective as of June 11, 2018 (the "Effective Date").

MANAGEMENT AGREEMENT Among (June 12th, 2018)

THIS MANAGEMENT AGREEMENT (this "Agreement") is entered into as of June 6, 2018 (the "Effective Date") by and among LMRK Issuer Co III LLC, a Delaware limited liability company (the "Issuer"), LMRK PropCo 3 LLC, a Delaware limited liability company (the "Original Asset Entity" and, together with any entity that becomes a party hereto after the date hereof as an "Additional Asset Entity," the "Asset Entities" and, the Asset Entities and the Issuer, collectively, the "Obligors") and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the "Manager").

AdCare Health Systems, Inc. – Non-Competition Agreement (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc., (the "Company") and Name ("Employee"). In consideration of the employment or continued employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree:

CREDIT AGREEMENT Dated as of June 8, 2018 Among REPUBLIC SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents BNP PARIBAS, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, THE BANK OF NOVA SCOTIA, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC, as (June 11th, 2018)

This CREDIT AGREEMENT (this Agreement) is entered into as of June 8, 2018, among REPUBLIC SERVICES, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Amendment No. 3 to Second Amended and Restated Senior Secured Syndicated Facility Agreement (June 11th, 2018)

This THIRD AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT (this Credit Agreement) is made as of June 5, 2018 by and among (a) GENESEE & WYOMING INC., a Delaware corporation (GWI), and RP ACQUISITION COMPANY TWO, a Delaware corporation (RP and, together with GWI and any Designated Domestic Subsidiary (as defined below), collectively, the Domestic Borrowers), (b) QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the Canadian Borrower), (c) GWI HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands (Euro Holdings) and ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its statutory seat in Dordrecht, the Netherlands (Rotterdam Rail Feeding and together with Euro H

Adial Pharmaceuticals, L.L.C. – Adial Pharmaceuticals, Inc. Underwriting Agreement (June 11th, 2018)
Adial Pharmaceuticals, L.L.C. – [Form of Certificated Warrant] Common Stock Purchase Warrant Adial Pharmaceuticals, Inc. (June 11th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [*], 2018 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be the sole registered hol

Adial Pharmaceuticals, L.L.C. – Securities Purchase Agreement (June 11th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 6, 2018, is by and between Adial Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 1180 Seminole Trail, Charlottesville, Virginia 22901 (the "Company"), and the David S Nagelberg 2003 Revocable Trust Dtd 7/2/03 with an address at 939 Coast Blvd, Unit 21 DE, La Jolla, CA 92037 (the "Investor").

Return To: Prepared By: Dennis A. Barbour, 4415 Electric Road, Roanoke, Virginia 24018 (June 11th, 2018)

This instrument should be indexed as a "subsequent instrument," pursuant to N.C.G.S. SS 161-14.1, and is intended to modify, amend and/or supplement the following previously registered instruments: Deed of Trust recorded in Deed Book 4570, page 969, as corrected and amended by Corrected Deed of Trust recorded in Deed Book 4573, page 1676; Modification of Deed of Trust, Security Agreement, and Assignment of Leases and Rents recorded in Deed Book 5419, page 1087.

Second Modification of Credit Line Deed of Trust (June 11th, 2018)

THIS MODIFICATION OF CREDIT LINE DEED OF TRUST (this "Modification") dated May 2, 2018, is made and executed among OPTICAL CABLE CORPORATION, a Virginia corporation, whose address is 5290 Concourse Drive, Roanoke, Virginia 24019 ("Grantor"); W. TODD ROSS, whose business address is 36 Church Avenue SW, Roanoke, Virginia 24011, as Trustee ("Grantee," also referred to below as "Trustee"); and PINNACLE BANK, organized and existing under the laws of Tennessee (and successor in interest through name change and by merger with BANK OF NORTH CAROLINA), whose address is 36 Church Avenue SW, Roanoke, Virginia 24011 ("Beneficiary," also referred to below as "Lender").

Patrick Industries, Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 5, 2018 by and Among PATRICK INDUSTRIES, INC., as Borrower, the Lenders Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and KEYBANC CAPITAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (June 11th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 5, 2018, by and among PATRICK INDUSTRIES, INC., an Indiana corporation (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 (collectively with the lenders party hereto, the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.