Virginia Sample Contracts

Equitrans Midstream Corp – CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENT (October 18th, 2018)

This Agreement is made as of September 8, 2008 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc. and its subsidiary companies are hereinafter collectively referred to as the Company), and Diana M. Charletta (the Employee).

Equitrans Midstream Corp – CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENT (October 18th, 2018)

This Agreement is made as of September 8, 2008 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc. and its subsidiary companies are hereinafter collectively referred to as the Company), and Phillip D. Swisher (the Employee).

Hemp Naturals, Inc. – Securities Purchase Agreement (October 18th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 1, 2018, by and between HEMP NATURALS, INC., a Delaware corporation, with its address at 16950 North Bay Road, Suite 1803, Sunny Isles Beach, Florida 33160 (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").

Hemp Naturals, Inc. – Contract (October 18th, 2018)
Convertible Promissory Note (October 17th, 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.

Securities Purchase Agreement (October 17th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 12, 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").

Fifth Loan Modification Agreement (October 17th, 2018)

THIS FIFTH LOAN MODIFICATION AGREEMENT, is made as of the 15th day of October, 2018, by and between OPTICAL CABLE CORPORATION, a Virginia corporation (the "Borrower"), and PINNACLE BANK, a Tennessee banking corporation, successor in interest through name change and by merger with Bank of North Carolina (the "Lender").

Employment Agreement (October 17th, 2018)

This Employment Agreement (the "Agreement") among UNITED RENTALS, INC., UNITED RENTALS (NORTH AMERICA), INC., both Delaware corporations, each having a principal place of business at 100 First Stamford Place - Suite 700, Stamford, CT 06902 (United Rentals, Inc. and its subsidiaries and other affiliates are referred to collectively as the "Company"), and ANDREW LIMOGES ("Employee" or "you") is hereby entered into as of October 12, 2018.

Everett SpinCo, Inc. – Credit Agreement (October 16th, 2018)

This CREDIT AGREEMENT is entered into as of October 12, 2018, among CSC Computer Sciences International Operations Limited (company number 7073279), a company incorporated in England (the "Borrower"), DXC Technology Company, a Nevada corporation (formerly known as Everett SpinCo, Inc.) (the "Company"), the Lenders from time to time party hereto, and Lloyds Bank plc, as administrative agent (the "Administrative Agent").

CREDIT AGREEMENT Dated as of October 10, 2018, by and Among (October 16th, 2018)

THIS CREDIT AGREEMENT (this "Agreement") dated as of October 10, 2018 by and among CORPORATE OFFICE PROPERTIES, L.P., a limited partnership formed under the laws of the State of Delaware (the "Borrower"), CORPORATE OFFICE PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the "Parent"), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5., and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), with KEYBANC CAPITAL MARKETS, INC., JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers (the "Joint Lead Arrangers"), KEYBANC CAPITAL MARKETS, INC., and JPMORGAN CHASE BANK, N.A., as Joint Book Runners (the "Joint Book Runners"), JPMORGAN CHASE BANK, N.A., as Syndication Agent (the "Syndication Agent"), and each of CITIBANK,

ASSET PURCHASE AGREEMENT by and Among Luna Technologies, Inc. As Buyer Luna Innovations Incorporated as Buyer Guarantor and Micron Optics, Inc., as Seller Dated October 15, 2018 (October 16th, 2018)
Klever Marketing Inc – Contract (October 15th, 2018)

THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.

Telik, Inc. – Consent Under and Second Amendment to Loan and Security Agreement (October 15th, 2018)

THIS CONSENT UNDER AND SECOND AMENDMENT to Loan and Security Agreement (this "Amendment") is entered into as of July 3, 2018 (the "Second Amendment Date"), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, "Oxford"; and in its capacity as Collateral Agent, "Collateral Agent"), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation with offices located at 11533 Sorrento Valley Road, Suite 400, San Diego, CA 92121 ("Holdings"), MABVAX THERAPEUTICS, INC., a Delaware corporation with offices located at 11533 Sorrento Valley Road, Suite 400, San Diego, CA 92121 ("MabVax" and together with Holdings, individually and collectively, jointly and severally, "Borrower").

New Senior Investment Group Inc. – MASTER MULTIFAMILY LOAN AND SECURITY AGREEMENT SENIORS HOUSING (Revised XX- XX-2018) (October 15th, 2018)
New Senior Investment Group Inc. – CONSOLIDATED, AMENDED AND RESTATED MASTER MULTIFAMILY NOTE FLOATING RATE [FOR USE WITH THE MASTER LOAN AGREEMENT] (Revised 8-15-2018 - Modified) (October 15th, 2018)
Capital One Auto Receivables LLC – FORM OF SALE AGREEMENT Dated as of [ ], 20[ ] Between CAPITAL ONE AUTO RECEIVABLES, LLC and CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 20[ ]-[ ], as Purchaser (October 15th, 2018)
Capital One Auto Receivables LLC – Master Agreement (October 15th, 2018)
Incremental Joinder Agreement No. 1 (October 15th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2017 (this Agreement), among PENN NATIONAL GAMING, INC., a Pennsylvania corporation (Borrower); the GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; BANK OF AMERICA, N.A., as swingline lender (in such capacity, together with its successors in such capacity, Swingline Lender); BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, Administrative Agent); and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors in such capacity, Collateral Agent).

Capital One Auto Receivables LLC – CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 20[ ]-[ ] Class A-1 [ ]% Auto Loan Asset Backed Notes Class A-2[-A] [ ]% Auto Loan Asset Backed Notes [Class A-2-B LIBOR + [ ]% Auto Loan Asset Backed Notes] Class A-3 [ ]% Auto Loan Asset Backed Notes Class A-4 [ ]% Auto Loan Asset Backed Notes Class B [ ]% Auto Loan Asset Backed Notes Class C [ ]% Auto Loan Asset Backed Notes Class D [ ]% Auto Loan Asset Backed Notes FORM OF INDENTURE Dated as of [ ], 20[ ] as the Indenture Trustee (October 15th, 2018)
CREDIT AGREEMENT Among MICRON TECHNOLOGY, INC., as Borrower and THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent Dated as of July 3, 2018 JPMORGAN CHASE BANK, N.A. And HSBC SECURITIES (USA) INC. As Joint Bookrunners JPMORGAN CHASE BANK, N.A., HSBC SECURITIES (USA) INC., BNP PARIBAS SECURITIES CORP., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO BANK, LTD., DBS BANK, LTD., OVERSEA-CHINESE BANKING CORPORATION LIMITED, CITIBANK, N.A., INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, and MUFG BANK, LTD. As Joint Lead (October 15th, 2018)

THIS CREDIT AGREEMENT, dated as of July 3, 2018, among MICRON TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), JPMORGAN CHASE BANK, N.A. ("JPMorgan"), as administrative agent (in such capacity and including any successors in such capacity, the "Administrative Agent" or the "Agent") and as collateral agent (in such capacity and including any successors in such capacity, the "Collateral Agent"), the other agents party hereto and each of the financial institutions from time to time party hereto (collectively, the "Lenders").

Medifirst Solutions, Inc. – Convertible Promissory Note (October 12th, 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.

Medifirst Solutions, Inc. – Securities Purchase Agreement (October 12th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 5, 2018, by and between MEDIFIRST SOLUTIONS, INC., a Nevada corporation, with its address at 4400 Route 9 South, Suite 1000, Freehold NJ 07728 (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").

Employment Agreement (October 12th, 2018)
Hypersolar Inc – Convertible Promissory Note (October 12th, 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.

Hypersolar Inc – Securities Purchase Agreement (October 12th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 3, 2018, by and between HYPERSOLAR, INC., a Nevada corporation, with its address at 10 E. Yanonali St., Suite 36, Santa Barbara, CA 93101 (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").

First Interstate Bancsystem – AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 11, 2018 BY AND AMONG FIRST INTERSTATE BANCSYSTEM, INC. FIRST INTERSTATE BANK AND COMMUNITY 1st BANK (October 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of October, 2018, by and among First Interstate BancSystem, Inc., a Montana-chartered corporation ("Purchaser"), First Interstate Bank, a Montana-chartered bank ("Purchaser Bank"), and Community 1st Bank, an Idaho-chartered bank ("CMYF").

Antero Resources Midstream Management LLC – AMGP to Acquire Antero Midstream Partners in a Simplification Transaction (October 9th, 2018)

Denver, Colorado, October 9, 2018 Antero Midstream GP LP (NYSE: AMGP) (AMGP) and Antero Midstream Partners LP (NYSE: AM) (Antero Midstream Partners or AM) today announced that they have entered into a definitive agreement for AMGP to acquire all outstanding AM common units, both those held by the public and those held by Antero Resources (NYSE: AR) (Antero Resources), in a stock and cash transaction. In connection with the transaction, AMGP will convert into a corporation and the combined entity will be renamed Antero Midstream Corporation (New AM). Under the terms of the agreement, Antero Midstream Partners public unitholders will be entitled to receive a combination of $3.415 in cash and 1.635 shares of New AM stock per AM unit owned, resulting in aggregate consideration valued at $31.41 per AM unit, based on the October 8, 2018 closing price. Antero Resources will be entitled to receive a combination of $3.00 in cash and 1.6023 shares of New AM stock for each AM unit owned, resul

Advance Holdings, LLC – CREDIT AGREEMENT Dated as of March 23, 2016, Among TWIST HOLDINGS, LLC and ADVANCE HOLDINGS, LLC., as Co-Parents and Guarantors, ALLIANCE APPAREL GROUP, INC., EMINENT, INC. And ADVANCE DEVELOPMENT, INC. As Co-Borrowers THE SUBSIDIARIES OF PARENT PARTY HERETO FROM TIME TO TIME AS GUARANTORS, THE LENDERS PARTY HERETO, (October 9th, 2018)

This CREDIT AGREEMENT dated as of March 23, 2016, is among ALLIANCE APPAREL GROUP, INC. a Delaware corporation, EMINENT, INC., a Delaware corporation and ADVANCE DEVELOPMENT, INC., a Delaware corporation (each a "Borrower" and together, the "Borrowers"), TWIST HOLDINGS, LLC, a Delaware limited liability company ("Twist Holdings"), ADVANCE HOLDINGS, LLC, a Delaware limited liability company ("Advance Holdings" and, collectively or individually, together with Twist Holdings, the ("Parents" and each a "Parent"), and the Subsidiaries of Parents party hereto from time to time as Guarantors, the Lenders, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the "Administrative Agent") for itself and the other Lenders and BANK OF AMERICA, N.A., as Lead Arranger and Bookrunner.

Benchmark 2018-B6 Mortgage Trust – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2018 Benchmark 2018-B6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B6 (October 9th, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of October 1, 2018, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and Citi Real Estate Funding Inc., a New York corporation, as seller (the "Seller").

Hartman Short Term Income Properties XX, Inc. – LOAN AGREEMENT Dated as of October 1, 2018 Between HARTMAN SPE, LLC as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY as Lender [AM_ACTIVE 400655008_12] (October 9th, 2018)
Benchmark 2018-B6 Mortgage Trust – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2018 Benchmark 2018-B6 Mortgage Trust Commercial Mortgage Pass- Through Certificates, Series 2018-B6 (October 9th, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of October 1, 2018, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and German American Capital Corporation, a Maryland corporation, as seller (the "Seller").

Monmouth Real Estate Investment Corporation – Monmouth Real Estate Investment Corporation Underwriting Agreement (October 9th, 2018)
Asset Purchase Agreement (October 9th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of October 5, 2018 is made by and among General Dynamics Information Technology, Inc., a Virginia corporation (the "Seller"), MAXIMUS Federal Services, Inc., a Virginia corporation (the "Buyer"), and, solely for purposes of Section 12.18, MAXIMUS Inc., a Virginia corporation ("Maximus").

Dollar Tree, Inc. (October 9th, 2018)

Dollar Tree, Inc., a Virginia corporation (the "Company"), considers it in the best interests of the Company and its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "Board") recognizes that the uncertainty and questions which might arise among management in the context of a Change in Control could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

Benchmark 2018-B6 Mortgage Trust – MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2018 Benchmark 2018-B6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B6 (October 9th, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of October 1, 2018, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, as seller (the "Seller").