Washington Sample Contracts

JPMDB Commercial Mortgage Securities Trust 2018-C8 – Contract (June 15th, 2018)
COMM 2018-COR3 Mortgage Trust – Contract (June 15th, 2018)
Vistra Energy Corp – Collateral Trust Joinder Additional Grantor (June 15th, 2018)

Reference is made to the Collateral Trust Agreement, dated as of October 3, 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the Collateral Trust Agreement), among Vistra Operations Company LLC (f/k/a TEX Operations Company LLC, the Company), the other Grantors from time to time party thereto, Railroad Commission of Texas, as First-Out Representative (as defined therein), Credit Suisse AG, Cayman Islands Branch (as successor agent to Deutsche Bank AG New York Branch), as Senior Credit Agreement Agent (as defined therein), and Delaware Trust Company, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 7.19 of the Collateral Trust Agreement.

DD's Deluxe Rod Holder, Inc. – Share Exchange Agreement (June 15th, 2018)

This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of June 15, 2018, is by and among DD's Deluxe Rod Holder Inc., a Nevada corporation ("DDLX"), GOLDEN SUNSET GROUP LIMITED, a Seychelles International Business Company ("Golden Sunset"), and the shareholders of Golden Sunset identified on Annex A hereto (each, a "Shareholder" and together the "Shareholders"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties."

SEACOR Marine Holdings Inc. – Warrant (June 15th, 2018)

THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

Cytodyn Inc – June 15, 2018 CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 Ladies and Gentlemen: (June 15th, 2018)

We have acted as counsel for CytoDyn Inc., a Delaware corporation (the Company), in connection with the sale and issuance of up to 1,970,000 shares of the Companys common stock, par value $0.001 per share (the Shares) and warrants (the Warrants) to purchase up to an aggregate of 1,970,000 shares of Common Stock (the Warrant Shares) pursuant to the Registration Statement on Form S-3 (File No. 333-223195) (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations promulgated thereunder, and declared effective by the Commission on March 7, 2018. The Shares and Warrants are to be sold to certain investors pursuant to a Subscription Agreement with each investor, each dated as of June 15, 2018 (the Subscription Agreements).

Cleaner Yoga Mat, Inc. – Registration Rights Agreement (June 15th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, INC., a Delaware corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Contract (June 15th, 2018)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS.

JPMDB Commercial Mortgage Securities Trust 2018-C8 – CO-LENDER AGREEMENT Dated as of June 15, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Embassy Suites Glendale (June 15th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 15, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Cleaner Yoga Mat, Inc. – Registration Rights Agreement (June 15th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, INC., a Delaware corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Uranium Resources, Inc. – Securities Purchase Agreement (June 15th, 2018)

SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of June 13, 2018 by and between WESTWATER RESOURCES, INC., a Delaware corporation (the Company), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the Buyer). Capitalized terms used herein and not otherwise defined herein are defined in Section 7 hereof.

JPMDB Commercial Mortgage Securities Trust 2018-C8 – PURCHASER, STARWOOD MORTGAGE FUNDING VI LLC, SELLER, and STARWOOD MORTGAGE CAPITAL LLC 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"), Starwood Mortgage Funding VI LLC, as seller (the "Seller") and Starwood Mortgage Capital LLC ("SMC").

JPMDB Commercial Mortgage Securities Trust 2018-C8 – CO-LENDER AGREEMENT Dated as of February 12, 2018 by and Between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) Fort Knox Executive Park (June 15th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of February 12, 2018 by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company ("Starwood" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Employment Agreement (June 15th, 2018)

This Agreement states our agreement with respect to employment of Michael Fitzmaurice by Ramco-Gershenson Properties Trust and its subsidiary Ramco-Gershenson, Inc. (collectively, the "Trust").

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.

SEACOR Marine Holdings Inc. – Warrant (June 15th, 2018)

THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

JPMDB Commercial Mortgage Securities Trust 2018-C8 – Contract (June 15th, 2018)
Security Agreement (June 15th, 2018)

THIS SECURITY AGREEMENT (this Agreement), dated as of June 13, 2018, is made between Dope Media, Inc., a corporation organized under the laws of the State of Delaware (Debtor) and General Cannabis Corp., a corporation organized under the laws of the State of Colorado (Secured Party).

SEACOR Marine Holdings Inc. – Warrant (June 15th, 2018)

THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

CapStar Financial Holdings, Inc. – AGREEMENT AND PLAN OF MERGER DATED AS OF June 11, 2018 BY AND BETWEEN CAPSTAR FINANCIAL HOLDINGS, INC. AND ATHENS BANCSHARES CORPORATION (June 14th, 2018)
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)
Amended Employment Agreement (June 14th, 2018)

This AMENDED EMPLOYMENT AGREEMENT is dated as of May 17, 2017, ("Agreement") amends and replaces in its entirety the Employment Agreement between dated June 30, 2017, by and between DigitalTown, Inc., a Minnesota corporation (the "Company") and Michael Cartwright (the "Executive").

Nivalis Therapeutics, Inc. – Alpine Immune Sciences, Inc. 2018 Equity Incentive Plan Stock Option Agreement (June 14th, 2018)

Unless otherwise defined herein, the terms defined in the Alpine Immune Sciences, Inc. 2018 Equity Incentive Plan (the Plan) will have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the Notice of Grant), the Terms and Conditions of Stock Option Grant, and the exhibits attached thereto (all together, the Option Agreement).

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).

Oaktree Real Estate Income Trust, Inc. – Distribution Reinvestment Plan (June 14th, 2018)

This Distribution Reinvestment Plan (the Plan) is adopted by Oaktree Real Estate Income Trust, Inc. (the Company) pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the Charter). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

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

Southern Missouri Bancorp, Inc. – Agreement and Plan of Merger (June 13th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2018 (this "Agreement"), by and between Southern Missouri Bancorp, Inc., a Missouri corporation ("Buyer"), Southern Missouri Acquisition Corp. III, a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer ("Merger Sub"), and Gideon Bancshares Company, a Missouri corporation ("Seller", and together with Buyer and Merger Sub, the "Parties").

Uxin Ltd – UXIN LIMITED AND THE BANK OF NEW YORK MELLON as Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of _______________, 2018 (June 13th, 2018)

DEPOSIT AGREEMENT dated as of ____________, 2018 among UXIN LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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)

Coresite Realty Corp. – First Amendment to Note Purchase Agreement (June 13th, 2018)

Each of CORESITE, L.P., a Delaware limited partnership (the Issuer), and CORESITE REALTY CORPORATION, a Maryland corporation (the Parent) (in respect of Sections 22.6, 22.7 and 23 hereof), agrees with each of the Purchasers as follows:

American Liberty Petroleum Corp. – Consulting Agreement (June 13th, 2018)

THIS CONSULTING AGREEMENT (this "Agreement") is made as of May 25, 2018, between ADVX INVESTORS GROUP LLC., a Delaware Limited Liability Company (the "Consultant"), Jeffrey Busch (the "Designated Person") and AVANT DIAGNOSTICS, INC., a Nevada corporation (the "Company").

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.