Virginia Sample Contracts

Energy Resources 12, L.P. – Loan Agreement (January 17th, 2018)

This Agreement dated as of January 16, 2018, is between BANK OF AMERICA, N.A. (the "Bank") and ENERGY RESOURCES 12, L.P., a Delaware limited partnership (the "Borrower").

Digital Realty Trust, L.P. – DIGITAL REALTY TRUST, INC. FOUR EMBARCADERO CENTER, SUITE 3200 SAN FRANCISCO, CA 94111 January 9, 2018 (January 17th, 2018)

Digital Realty Trust, Inc. (the "REIT") and DLR, LLC (the "Employer", and together with the REIT, the "Company") are pleased to offer you employment with the REIT and the Employer on the terms and conditions set forth in this letter (the "Agreement"), effective as of January 25, 2018 (the "Effective Date").

Securities Purchase Agreement (January 16th, 2018)

SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of January 16, 2018, by and among comScore, Inc., a Delaware corporation, with headquarters located at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 (the Company), and the investors listed on the Schedule of Buyers attached hereto (individually, a Buyer and collectively, the Buyers).

Underwriter Common Stock Purchase Warrant (January 16th, 2018)

THIS UNDERWRITER 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 the date set forth above (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on _____1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Diffusion 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).

Registration Rights Agreement (January 16th, 2018)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 16, 2018, by and among comScore, Inc., a Delaware corporation, with headquarters located at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 (the Company), and the investors listed on the Schedule of Buyers attached hereto (each, a Buyer and collectively, the Buyers).

Second Amendment to 364-Day Revolving Credit Agreement (January 16th, 2018)

THIS SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this Second Amendment) dated as of January 12, 2018, is among ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the Borrower); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders); each of the existing Lenders under the Credit Agreement and signatory hereto that shall continue to be a Lender thereunder pursuant to the terms of Section 3 hereof (each, a Continuing Lender); BNP Paribas and UBS AG, Stamford Branch (each, an Exiting Lender; and each Exiting Lender and each Continuing Lender, each, an Existing Lender); and ABN AMRO Capital USA LLC, Canadian Imperial Bank of Commerce, New York Branch and HSBC Bank USA, N.A. (each, a New Lender).

Diffusion Pharmaceuticals Inc. Underwriting Agreement (January 16th, 2018)
Guaranty (January 16th, 2018)

GUARANTY, dated as of January 16, 2018, made by the undersigned (together with each other Person that executes a joinder agreement and becomes a Guarantor hereunder each a Guarantor, and collectively, the Guarantors), in favor of the Collateral Agent and the Holders (each as defined below).

Andina II Holdco Corp. – Lease Agreement (January 16th, 2018)

THIS LEASE AGREEMENT (this "Lease"), dated as of December 23, 2015 (the "Effective Date"), by and between CARS MTI-4 L.P., a Delaware limited partnership ("Landlord"), and LDRV HOLDINGS CORP., a Delaware corporation ("Tenant").

Contract (January 16th, 2018)

THIS THIRD AMENDMENT AND MATURITY EXTENSION AGREEMENT (this Agreement) dated as of January 12, 2018 is among ANADARKO PETROLEUM CORPORATION (the Borrower), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders); each of the existing Lenders under the Credit Agreement and signatory hereto that shall continue to be a Lender thereunder pursuant to the terms of Section 1 hereof (each, a Continuing Lender); BNP Paribas, DNB Capital LLC and UBS AG, Stamford Branch (each, an Exiting Lender; and each Exiting Lender and each Continuing Lender, each, an Existing Lender); and ABN AMRO Capital USA LLC, Canadian Imperial Bank of Commerce, New York Branch and HSBC Bank USA, N.A. (each, a New Lender). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.

Pledge and Security Agreement (January 16th, 2018)

PLEDGE AND SECURITY AGREEMENT, dated as of January 16, 2018 (this Agreement), made by comScore, Inc., a Delaware corporation (the Company), each Subsidiary of the Company listed as a Grantor on the signature pages hereto (together with the Company and each other Person that executes an joinder and becomes a Grantor hereunder, each a Grantor and collectively, the Grantors), in favor of Starboard Value and Opportunity Master Fund Ltd., in its capacity as collateral agent (in such capacity, the Collateral Agent) for the Holders (as defined below) of Notes (as defined below) issued pursuant to the Securities Purchase Agreement, dated as of January 16, 2018 (as amended, restated or otherwise modified from time to time, the Securities Purchase Agreement).

And CONFIDENTIALITY AGREEMENT (Amended and Restated Effective as of April 1, 2018) (January 16th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT ("Agreement"), is entered into between Richard A. Montoni (the "Employee") and MAXIMUS, Inc., a Virginia corporation with its principal place of business in Reston, Virginia (the "Corporation") with reference to the following:

Executive Employment, Non-Compete (January 16th, 2018)

THIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (this "Agreement"), is entered into as of the date set forth on the signature page (the "Execution Date") by and between Bruce L. Caswell (the "Executive") and MAXIMUS, Inc., a Virginia corporation with its principal place of business in Reston, Virginia (the "Corporation") with reference to the following:

Common Stock Purchase Warrant (January 16th, 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 the date set forth above (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on _____1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Diffusion 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).

Termination Agreement (January 16th, 2018)

THIS TERMINATION AGREEMENT (Agreement) is made as of January 12, 2018 among bebe stores, inc., a California corporation (Borrower), bebe management, inc., a Virginia corporation (bebe management), bebe stores (Canada), inc., a California corporation (bebe Canada), bebe studio, inc., a California corporation (bebe studio), bebe studio realty, LLC, a California limited liability company (bebe realty), GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent (in such capacity, Administrative Agent) under the Loan Agreement described below, and B. Riley Financial, Inc., a Delaware corporation (Lender). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Loan Agreement.

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

This Credit Agreement (this Agreement) is dated as of July 21, 2016 (the Closing Date) and entered into by and among CARDLYTICS, INC., a Delaware corporation (Borrower), COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as Investment Manager (Investment Manager), and NATIONAL ELECTRICAL BENEFIT FUND, as Lender (Lender).

Third Amended and Restated Liquidity Credit Agreement (January 12th, 2018)

This THIRD AMENDED AND RESTATED LIQUIDITY CREDIT AGREEMENT (Agreement) is entered into as of January 9, 2018 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (the Borrower), each lender from time to time party hereto either as a result of such partys execution of this Agreement as a Lender as of the date hereof or as a result of such party being made a Lender hereunder by virtue of an executed Assignment and Assumption (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 9, 2018 Among TANGER PROPERTIES LIMITED PARTNERSHIP, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC, and US BANK NATIONAL ASSOCIATION as Joint Bookrunners and Joint Lead Arrangers, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent US BANK NATIONAL ASSOCIATION as Syndication Agent SUNTRUST BANK as Documentation Agent BRANCH BANKING AND TRUST COMPANY as Documentation Agent and (January 12th, 2018)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of January 9, 2018 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (the Borrower), each lender from time to time party hereto either as a result of such partys execution of this Agreement as a Lender as of the date hereof or as a result of such party being made a Lender hereunder by virtue of an executed Assignment and Assumption (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

Re: Employment Letter Agreement (January 12th, 2018)

On behalf of CSX Corporation (the Company), I am pleased to formalize the terms of your employment in your new role as Executive Vice President, Operations (EVP Operations) of the Company, reporting to me (or my successor) as the Chief Executive Officer of the Company (the CEO). The terms of your employment are set forth below in this letter (the Letter Agreement).

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.

CB Financial Services, Inc. – Retention and Consulting Agreement (January 11th, 2018)

THIS RETENTION AND CONSULTING AGREEMENT, dated as of November 16, 2017 (this Agreement), is made and entered into by and between Community Bank (the Bank), a Pennsylvania commercial bank and a wholly-owned subsidiary of CB Financial Services, Inc., a Pennsylvania corporation (CB), and William G. Petroplus (Executive).

National Rural Utilities Cooperative Finance Corp /Dc/ – Fourth Amended, Restated, and Consolidated Bond Guarantee Agreement (January 11th, 2018)

FOURTH AMENDED, RESTATED AND CONSOLIDATED BOND GUARANTEE AGREEMENT dated as of November 9, 2017, between the UNITED STATES OF AMERICA (the "Government"), acting through the Rural Utilities Service, a Rural Development agency of the United States Department of Agriculture, and its successors and assigns ("RUS"); and NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (the "Borrower").RECITALS

National Rural Utilities Cooperative Finance Corp /Dc/ – Fourth Amended, Restated and Consolidated Pledge Agreement (January 11th, 2018)

FOURTH AMENDED, RESTATED AND CONSOLIDATED PLEDGE AGREEMENT, dated as of November 9, 2017, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative association and its successors and assigns (hereinafter called the "Borrower"), having its principal executive office and mailing address at 20701 Cooperative Way, Dulles, Virginia 20166, the UNITED STATES OF AMERICA, acting through the Rural Utilities Service, a Rural Development agency of the United States Department of Agriculture and its successors and assigns ("RUS"), and U.S. BANK NATIONAL ASSOCIATION, a national association and its successors and assigns (hereinafter called the "Collateral Agent"), having its corporate office at 100 Wall Street, Suite 1600, New York, NY 10005-3701.

National Rural Utilities Cooperative Finance Corp /Dc/ – AMENDMENT NO. 2 Dated as of November 20, 2017 to the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of November 19, 2015 Among (January 11th, 2018)

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2015, is made by and among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, MIZUHO BANK (USA), LTD., as successor Syndication Agent, and THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Documentation Agents.

SANTANDER HOLDINGS USA, INC. Company to DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee Sixteenth Supplemental Indenture SENIOR DEBT SECURITIES Dated as of [], 2018 (January 11th, 2018)

SIXTEENTH SUPPLEMENTAL INDENTURE (this Sixteenth Supplemental Indenture), dated as of [], 2018, between SANTANDER HOLDINGS USA, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the Company), having its principal office at 75 State Street, Boston, Massachusetts 02109, and Deutsche Bank Trust Company Americas, a New York banking corporation, having a corporate trust office at 60 Wall Street, 16th Floor, New York, New York, 10005, as Trustee (the Trustee).

Greenbacker Renewable Energy Co LLC – CREDIT AGREEMENT Among GREC ENTITY HOLDCO LLC, as Borrower, GREENBACKER RENEWABLE ENERGY CORPORATION, as Intermediate Holdco, GREENBACKER RENEWABLE ENERGY COMPANY LLC, as Parent, THE LENDERS NAMED HEREIN, and FIFTH THIRD BANK, as Administrative Agent $60,000,000 Senior Secured Credit Facility FIFTH THIRD BANK Sole Lead Arranger and Sole Bookrunner Dated as of January 5, 2018 (January 10th, 2018)

THIS CREDIT AGREEMENT, dated as of the 5th day of January, 2018, is made between GREC ENTITY HOLDCO LLC, a Delaware limited liability company (the "Borrower"), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation ("Intermediate Holdco"), GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the "Parent"), the Lenders (as hereinafter defined), and FIFTH THIRD BANK, an Ohio banking corporation, as Administrative Agent for the Lenders.

Gladstone Land Corporation – DEALER MANAGER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock Primary Offering $25.00 500,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock Dividend Reinvestment Plan $25.00 (January 10th, 2018)

Gladstone Land Corporation, a Maryland corporation (the Company), is offering an aggregate of 6,500,000 shares of its 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the Shares), for sale to the public (the Offering), of which 6,000,000 Shares are intended to be offered pursuant to the primary offering and 500,000 Shares are intended to be offered pursuant to the Companys dividend reinvestment plan (the DRIP) to those holders of Shares who elect to participate in such DRIP. The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold pursuant to the primary offering and the DRIP for a cash price of $25.00 per Share. The redemption price per Share will be equal to $23.50 in cash and will be subject to an annual limit of 5.00% of the total aggregate sale price of Shares sold from January through No

Novume Solutions, Inc. – Re: Amended and Restated Offer Letter (January 10th, 2018)

I am very pleased to provide you with a summary of the terms and conditions of your employment by AOC Key Solutions, Inc. (the "Company").

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),

Collegium Pharmaceutical – Consent and Sixth Amendment to Loan and Security Agreement (January 10th, 2018)

This Consent and Sixth Amendment to Loan and Security Agreement (this Amendment) is entered into this 9th day of January, 2018, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (Bank) and COLLEGIUM PHARMACEUTICAL, INC., a Virginia corporation with an office located at 780 Dedham Street, Suite 800, Canton, Massachusetts 02021 (Borrower).

Wheeler Real Estate Investment – Fifth Amendment to Purchase and Sale Agreement (January 9th, 2018)

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of the 13th day of January, 2017, by and between JANAF SHOPPING CENTER, LLC, a Delaware limited liability company ("JSC"), JANAF SHOPS, LLC, a Virginia limited liability company ("Shops"), JANAF HQ, LLC, a Virginia limited liability company ("JHQ") and JANAF CROSSINGS, LLC, a Virginia limited liability company ("Crossings") (collectively and each individually, "Seller"), and WHLR-JANAF, LLC, a Delaware limited liability company, or assigns (the "Purchaser").

Wheeler Real Estate Investment – Third Amendment to Purchase and Sale Agreement (January 9th, 2018)

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of the 9th day of January, 2017, by and between JANAF SHOPPING CENTER, LLC, a Delaware limited liability company ("JSC"), JANAF SHOPS, LLC, a Virginia limited liability company ("Shops"), JANAF HQ, LLC, a Virginia limited liability company ("JHQ") and JANAF CROSSINGS, LLC, a Virginia limited liability company ("Crossings") (collectively and each individually, "Seller"), and WHLR-JANAF, LLC, a Delaware limited liability company, or assigns (the "Purchaser").

Municipal Mortgage & Equity, LLC – Transfer Agreement (January 9th, 2018)

This TRANSFER AGREEMENT (this "Agreement") dated as of the 8th day of January, 2018, between MMA Capital Management, LLC ("MMAC" or "Buyer"); and MG Woodside, LLC ("Seller"), recites and provides as follows:

Municipal Mortgage & Equity, LLC – Purchase and Sale Agreement (January 9th, 2018)

This PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of the 8th day of January, 2018, among Charles M. Pinckney, LLC; Johnson Holdings, LLC; and Morrison Grove CS Venture Partner, Inc. (collectively, the "MGM Principals" or "Sellers"); MMA Capital Management, LLC ("MMAC", and together with its successors and permitted assigns, "Buyer"), recites and provides as follows:

Wheeler Real Estate Investment – Tenth Amendment to Purchase and Sale Agreement (January 9th, 2018)

THIS TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of the 9th day of June, 2017, by and between JANAF SHOPPING CENTER, LLC, a Delaware limited liability company ("JSC"), JANAF SHOPS, LLC, a Virginia limited liability company ("Shops"), JANAF HQ, LLC, a Virginia limited liability company ("JHQ") and JANAF CROSSINGS, LLC, a Virginia limited liability company ("Crossings") (collectively and each individually, "Seller"), and WHLR-JANAF, LLC, a Delaware limited liability company, or assigns (the "Purchaser").