Virginia Sample Contracts

GUARANTEE, Dated as of February 15, 2019 (As Amended From Time to Time, This Guarantee), Made by Philip Morris USA Inc., a Virginia Corporation (The Guarantor), in Favor of Deutsche Bank Trust Company Americas, as Trustee (Trustee) for the Registered Holders (The Holders) of the 2.200% Notes Due 2027 (The Debt Securities) of Altria Group, Inc., a Virginia Corporation (The Issuer). (February 15th, 2019)
Beliss Corp. – Common Stock Assignment Agreement (February 15th, 2019)

This Common Stock Assignment Agreement (the Agreement) made this 24th day of January 2019, by and between, Treat Club, Inc., a Kentucky Corporation (hereinafter the Assignee) and Ajay Rajendran (the Assignor or Rajendran), regarding the Assignment of shares of common stock of Beliss Corp. (the Company or BLIS), and setting forth the terms and conditions upon which the Assignor will Assign two million seven hundred thousand (2,700,000) shares (the Assignment Shares) of restricted common stock (the Common Stock) of the Company, individually owned by Assignor, to Assignee, for purposes of a merger of Southern Amusement, Inc. into BLIS as the surviving entity at the conclusion of the transaction.

Altria Group, Inc. 3.125% Note Due 2031 (February 15th, 2019)
MainStreet Bancshares, Inc. – Form of Restricted Stock Award Agreement Mainstreet Bancshares, Inc. 2016 Equity Incentive Plan (February 15th, 2019)
MainStreet Bancshares, Inc. – Mainstreet Bancshares, Inc. 2016 Equity Incentive Plan (February 15th, 2019)
Altria Group, Inc. 2.200% Note Due 2027 (February 15th, 2019)
MainStreet Bancshares, Inc. – Terms of Agreement (February 15th, 2019)
GUARANTEE, Dated as of February 15, 2019 (As Amended From Time to Time, This Guarantee), Made by Philip Morris USA Inc., a Virginia Corporation (The Guarantor), in Favor of Deutsche Bank Trust Company Americas, as Trustee (Trustee) for the Registered Holders (The Holders) of the 1.700% Notes Due 2025 (The Debt Securities) of Altria Group, Inc., a Virginia Corporation (The Issuer). (February 15th, 2019)
Altria Group, Inc. 1.700% Note Due 2025 (February 15th, 2019)
GUARANTEE, Dated as of February 15, 2019 (As Amended From Time to Time, This Guarantee), Made by Philip Morris USA Inc., a Virginia Corporation (The Guarantor), in Favor of Deutsche Bank Trust Company Americas, as Trustee (Trustee) for the Registered Holders (The Holders) of the 1.000% Notes Due 2023 (The Debt Securities) of Altria Group, Inc., a Virginia Corporation (The Issuer). (February 15th, 2019)
GUARANTEE, Dated as of February 15, 2019 (As Amended From Time to Time, This Guarantee), Made by Philip Morris USA Inc., a Virginia Corporation (The Guarantor), in Favor of Deutsche Bank Trust Company Americas, as Trustee (Trustee) for the Registered Holders (The Holders) of the 3.125% Notes Due 2031 (The Debt Securities) of Altria Group, Inc., a Virginia Corporation (The Issuer). (February 15th, 2019)
Commitment Agreement (February 15th, 2019)

Athene Annuity and Life Company ("Insurer") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by a dedicated separate account and guaranteed by its general account (the "Contract") for the Weyerhaeuser Pension Plan (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 9. By signing this Commitment Agreement, Insurer, Weyerhaeuser Company (the "Company"), and State Street Global Advisors Trust Company, acting solely in its capacity as the independent fiduciary of the Plan (the "Independent Fiduciary"), agree as follows:

Altria Group, Inc. 1.000% Note Due 2023 (February 15th, 2019)
Newmarkt Corp. – Amendment Number 1 to Convertible Promissory Note (February 15th, 2019)

This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of February 13, 2019 by OZOP SURGICAL CORP.., a Nevada corporation (the "Maker"); and POWER UP LENDING GROUP LTD., a Virginia corporation ("Holder"), to amend the Convertible Promissory Note dated December 5, 2018 in favor of Holder (the "Note").

MainStreet Bancshares, Inc. – Terms of Agreement (February 15th, 2019)
Newmarkt Corp. – Common Stock Purchase Warrant Ozop Surgical Corp. (February 15th, 2019)

This COMMON STOCK PURCHASE WARRANT (the " Warrant ") certifies that, for value received (in connection with the issuance of two (2) convertible promissory notes to the Holder (as defined below) dated respectively, October 19, 2018 (principal amount: $78,000.00) and December 5, 2018 (principal amount: $63,000.00)(collectively, the "Notes"), Power Up Lending Group Ltd., a Virginia corporation (including any permitted and registered 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 of issuance hereof, to purchase from Ozop Surgical Corp., a Nevada corporation (the " Company "), 94,000 shares of Common Stock (as defined below) (the " Warrant Shares ") at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).

Newmarkt Corp. – Amendment Number 1 to Convertible Promissory Note (February 15th, 2019)

This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of February 13, 2019 by OZOP SURGICAL CORP.., a Nevada corporation (the "Maker"); and POWER UP LENDING GROUP LTD., a Virginia corporation ("Holder"), to amend the Convertible Promissory Note dated October 19, 2018 in favor of Holder (the "Note").

MainStreet Bancshares, Inc. – Subordinated Note Purchase Agreement (February 15th, 2019)
MainStreet Bancshares, Inc. – Contract (February 15th, 2019)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 15, 2018 Among MASTERCARD INCORPORATED, as Company the Subsidiary Borrowers From Time to Time Parties Hereto the Several Lenders From Time to Time Parties Hereto CITIBANK, N.A., as Managing Administrative Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A. And JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers, Joint Book Managers and Global Coordinators BANK OF CHINA, NEW YORK BRANCH, as Joint Lead Arranger, Joint Book Manager, Syndication Agent and Regional Coordinator (Asia) DEUTSCHE BANK SECURITIES IN (February 13th, 2019)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 15, 2018 among MASTERCARD INCORPORATED, a Delaware corporation (the "Company"), the Subsidiary Borrowers from time to time parties hereto, the several banks and other financial institutions from time to time parties to this Agreement (the "Lenders"), CITIBANK, N.A., as managing administrative agent for the Lenders hereunder (in such capacity, the "Managing Administrative Agent"), and JPMORGAN CHASE BANK, N.A. as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent").

Credit Agreement (February 13th, 2019)

This Credit Agreement is entered into as of May 4, 2018, by and between Comerica Bank ("Bank") and Inspire Home Loans Inc., a Delaware corporation (singularly and collectively, if more than one party, "Borrower").

Stanley Furniture Company, Inc. – Consent, Reaffirmation, and Joinder (February 13th, 2019)

This Consent, Reaffirmation, and Joinder (this "Agreement"), dated as of February 7, 2019, is entered into by and among STANLEY FURNITURE COMPANY LLC, a Delaware limited liability company formerly known as Churchill Downs LLC (the "Borrower"), STANLEY INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, CHURCHILL DOWNS HOLDINGS LTD., a British Virgin Islands business company, STANLEY FURNITURE COMPANY 2.0, LLC, a Virginia limited liability company, and HG HOLDINGS, INC., a Delaware corporation formerly known as Stanley Furniture Company, Inc. (the "Lender"). Capitalized terms that are not otherwise defined herein shall have their defined meanings under the Amended and Restated Subordinated Secured Promissory Note, dated as of September 6, 2018, executed by the Borrower and accepted by the Lender (as amended, the "Note").

6.50% Senior Notes Due 2027 (February 13th, 2019)

INDENTURE dated as of February 11, 2019, between GREIF, INC. (the "Company"), a Delaware corporation, each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the "Subsidiary Guarantors") and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").

Owens & Minor – Amended and Restated Bylaws of Owens & Minor, Inc. (February 13th, 2019)
Columbia Property Trust, Inc. – Amended and Restated Revolving Credit and Term Loan Agreement Dated as of December 7, 2018 by and Among Columbia Property Trust Operating Partnership, L.P. As Borrower, Jpmorgan Chase Bank, N.A., as Administrative Agent and Pnc Bank, National Association, as Syndication Agent for the Revolving Credit Facility and U.S. Bank National Association, and Wells Fargo Bank N.A., as Co- Documentation Agents for the Revolving Credit Facility and Bmo Harris Bank, N.A., Regions Bank and Suntrust Bank, as Syndication Agents for the Term Loan Facility the Financial Institutions Party Hereto and Their Assigne (February 13th, 2019)

THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Agreement") dated as of December 7, 2018 by and among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Borrower"), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5(d) (collectively, the "Lenders" and individually a "Lender") and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Agent").

FIRST AMENDED AND RESTATED WATER SERVICES AGREEMENT BY AND AMONG ANTERO RESOURCES CORPORATION, ANTERO WATER LLC AND ANTERO TREATMENT LLC DATED EFFECTIVE AS OF September 24, 2015 (February 13th, 2019)

This First Amended and Restated Water Services Agreement (this "Agreement"), entered into on February 12, 2019, but effective for all purposes as of September 24, 2015 (the "Effective Date"), is by and among ANTERO RESOURCES CORPORATION, a Delaware corporation ("Producer"), ANTERO WATER LLC, a Delaware limited liability company ("AW"), and ANTERO TREATMENT LLC, a Delaware limited liability company ("AT", and collectively with AW, "Antero Water"). Producer and Antero Water may be referred to herein individually as a "Party" or collectively as the "Parties."

NVR, Inc. – 2010 Equity Incentive Plan (February 13th, 2019)

NVR, Inc., a Virginia corporation (the "Company"), hereby grants an option to purchase shares of its common stock, par value $0.01 per share (the "Option") to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the "Agreement") and in the Company's 2010 Equity Incentive Plan (as amended from time to time, the "Plan").

Any Notice Required to Be Given Under the Notes to Holders Shall Be in Accordance With the Procedures of the Depository Trust Company. Events of Default and Restrictive Covenants: As Set Forth in the Indenture. Trustee: Deutsche Bank Trust Company Americas. Form of Notes: Attached as Exhibit a to This Officers Certificate Delivered in Connection With the Delivery of the Notes. The Further Terms of the Notes Shall Be as Set Forth in the Prospectus Supplement Dated February 11, 2019 and Exhibit a Hereto. Price to Public: 99.462% of the Aggregate Principal Amount of the Notes, Plus Accrued Intere (February 13th, 2019)
TRANSDIGM INC. 7.50% Senior Subordinated Notes Due 2027 REGISTRATION RIGHTS AGREEMENT (February 13th, 2019)
Carlyle Group L.P. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 11, 2019 Among TC GROUP INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN, L.P. CARLYLE INVESTMENT MANAGEMENT L.L.C. As Borrowers TC GROUP, L.L.C., CARLYLE HOLDINGS I L.P. CARLYLE HOLDINGS II L.P. CARLYLE HOLDINGS III L.P. As Parent Guarantors the LENDERS Party Hereto, and CITIBANK, N.A. As Administrative Agent CITIBANK, N.A. JPMORGAN CHASE BANK, N.A. CREDIT SUISSE LOAN FUNDING LLC as Joint Lead Arrangers and Bookrunners JPMORGAN CHASE BANK, N.A. CREDIT SUISSE LOAN FUNDING LLC as Syndication Agents (February 13th, 2019)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 11, 2019 (this "Agreement"), among TC GROUP INVESTMENT HOLDINGS, L.P., a Delaware limited partnership, TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P., a Cayman Islands exempted limited partnership, TC GROUP CAYMAN, L.P., a Cayman Islands exempted limited partnership, and CARLYLE INVESTMENT MANAGEMENT L.L.C., a Delaware limited liablity company (individually, an "Initial Borrower", and collectively, the "Initial Borrowers"), TC GROUP, L.L.C., a Delaware limited liability company, CARLYLE HOLDINGS I L.P., a Delaware limited partnership, CARLYLE HOLDINGS II L.P., a Quebec limited partnership, CARLYLE HOLDINGS III L.P., a Quebec limited partnership, as Parent Guarantors (individually, a "Parent Guarantor", and collectively, the "Parent Guarantors"), the LENDERS party hereto, and CITIBANK, N.A. ("Citibank"), as Administrative Agent.

NVR, Inc. – 2010 Equity Incentive Plan (February 13th, 2019)

NVR, Inc., a Virginia corporation (the "Company"), hereby grants an option to purchase shares of its common stock, par value $0.01 per share (the "Option") to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the "Agreement") and in the Company's 2010 Equity Incentive Plan (as amended from time to time, the "Plan").

Stanley Furniture Company, Inc. – Contract (February 13th, 2019)

THIS SECOND AMENDED AND RESTATED SUBORDINATED SECURED PROMISSORY NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

AMENDED & RESTATED CREDIT AGREEMENT Dated as of February 11, 2019 Among GREIF, INC., GREIF PACKAGING LLC, GREIF UK INTERNATIONAL HOLDING LTD., GREIF INTERNATIONAL HOLDING B.V. And GREIF LUXEMBOURG HOLDING S.A R.L., as Borrowers, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and an L/C Issuer, and the Other Lenders Party Hereto WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, GOLDMAN SACHS BANK USA and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, COBANK, ACB, as the Term A-2 Facility Lead Arranger (February 13th, 2019)

This AMENDED & RESTATED CREDIT AGREEMENT is entered into as of February 11, 2019 (this "Agreement"), among GREIF, INC., a Delaware corporation (the "Company"), GREIF PACKAGING LLC, a Delaware limited liability company ("Greif Packaging"), GREIF UK INTERNATIONAL HOLDING LTD., a private limited liability company incorporated and existing under the laws of the United Kingdom ("Greif UK"), GREIF INTERNATIONAL HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of The Netherlands with statutory seat in Amstelveen, The Netherlands and registered with the Dutch trade register under number 33065401 ("Greif International Holding"), GREIF LUXEMBOURG HOLDING S.A R.L., a Luxembourg private limited liability company (societe a responsabilite limitee), organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 12C, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxemb

NVR, Inc. – Contract (February 13th, 2019)
Antero Midstream Partners LP – Contract (February 13th, 2019)