California Sample Contracts

First American Corp. – Employment Agreement (February 20th, 2019)

This Employment Agreement ("Agreement") dated as of February 19, 2019 is made and entered into by and between Dennis J. Gilmore ("Executive") and First American Financial Corporation ("Employer"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Intelsat S.A. – SHAREHOLDERS AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE McGlade SHAREHOLDER December 6, 2018 (February 20th, 2019)
Officers Certificate and Guarantors Officers Certificate Pursuant to Sections 201 and 301 of the Indenture (February 20th, 2019)
LendingClub Corp – 2014 Equity Incentive Plan (February 20th, 2019)

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the "Company") 2014 Equity Incentive Plan (the "Plan") shall have the same meanings in this Notice of Restricted Stock Unit Award (the "Notice") and the attached Restricted Stock Unit Agreement (the "RSU Agreement"). You have been granted an award of Restricted Stock Units ("RSUs") under the Plan subject to the terms and conditions of the Plan, this Notice and the attached RSU Agreement.

Tempe Holdco Corp – Change in Control Severance Agreement (February 20th, 2019)

This Change in Control Severance Agreement ("Agreement") is made by and between Xperi Corporation, a Delaware corporation (the "Company"), and Murali Dharan ("Executive"), effective as of October 16, 2017 (such date, the "Effective Date"). For purposes of this Agreement (other than Section 1(c) below), the "Company" shall mean the Company and its subsidiaries.

Emerald Health Therapeutics Inc. – Annual General Meeting to Be Held on May 31, 2018 Notice of Annual General Meeting and Information Circular May 2, 2018 Mailed: May 9, 2018 EMERALD HEALTH THERAPEUTICS, INC. 4420 West Saanich Road, PO Box 24076 Victoria, British Columbia V8Z 6N6 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (February 20th, 2019)

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the shareholders of Emerald Health Therapeutics, Inc. (the "Company") will be held at Suite 2600, Oceanic Plaza, 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1 on Thursday, May 31, 2018 at 1:00 p.m. (Vancouver, British Columbia time).

Tempe Holdco Corp – Severance Agreement (February 20th, 2019)

This Severance Agreement ("Agreement") is made by and between Xperi Corporation, a Delaware corporation (the "Company"), and Murali Dharan ("Executive"), effective as of October 16, 2017 (such date, the "Effective Date"). For purposes of this Agreement, the "Company" shall mean the Company and its subsidiaries.

Bank 2018-Bnk12 – Contract (February 20th, 2019)
First American Corp. – Notice of Performance Unit Grant (February 20th, 2019)

You have been granted a Performance Unit in accordance with the terms of the Plan and the Performance Unit Award Agreement attached hereto.

Officers Certificate and Guarantors Officers Certificate Pursuant to Sections 201 and 301 of the Indenture (February 20th, 2019)
First American Corp. – [Employee] Notice of Restricted Stock Unit Grant (February 20th, 2019)

You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto.

First American Corp. – [Non-Employee Director] Notice of Restricted Stock Unit Grant (February 20th, 2019)

You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto.

Wells Fargo & Company 8-K (February 20th, 2019)
First American Corp. – Employment Agreement (February 20th, 2019)

This Employment Agreement ("Agreement") dated as of February 19, 2019 is made and entered into by and between Kenneth D. DeGiorgio ("Executive") and First American Financial Corporation ("Employer"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

AzurRx BioPharma, Inc. – Registration Rights Agreement (February 20th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 14, 2019, is entered into by and between AzurRx BioPharma, Inc., a Delaware corporation (the "Company"), and ADEC Private Equity Investments, LLC, a Delaware limited liability company (together with its permitted assigns, the "Purchaser").

First American Corp. – Employment Agreement (February 20th, 2019)

This Employment Agreement ("Agreement") dated as of February 19, 2019 is made and entered into by and between Mark E. Seaton ("Executive") and First American Financial Corporation ("Employer"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Amended and Restated Supply Agreement (February 20th, 2019)

This Amended and Restated Supply Agreement (this "Agreement"), dated October 24, 2018 (the "Effective Date"), is entered into by and between ALFASIGMA S.p.A. (formerly, Alfa Wassermann S.p.A.), a societa per azioni (joint stock company) duly incorporated under the laws of Italy, having its headquarters at Via Ragazzi del 99, 40133, Bologna, Italy ("Alfa"), on the one hand, and SALIX PHARMACEUTICALS, INC., a corporation duly organized and existing under the laws of the State of California, United States of America, having its principal place of business at 400 Somerset Corporate Blvd., Bridgewater, NJ 08807, USA ("Salix Inc."), VALEANT PHARMACEUTICALS IRELAND LIMITED, a corporation duly organized and existing under the laws of Ireland, having its principal place of business at 3013 Lake Drive, Citywest Business Campus, Dublin 24, D24 PPT3 Ireland ("VIRL"), and VALEANT PHARMACEUTICALS LUXEMBOURG S.a.r.l., a company duly organized and existing under the laws of Luxembourg, having its prin

15,000,000 Shares of Common Stock Series a Warrants to Purchase Up to 15,000,000 Shares of Common Stock Series B Warrants to Purchase Up to 15,000,000 Shares of Common Stock ACHAOGEN, INC. UNDERWRITING AGREEMENT (February 20th, 2019)
Sysorex, Inc. – Settlement Agreement (February 20th, 2019)

THIS SETTLEMENT AGREEMENT (this "Agreement"), is made and entered into as of the 20th day of February, 2019 (the "Effective Date"), by and among Inpixon ("Inpixon") and Sysorex, Inc. ("Sysorex", together with Inpixon, the "Inpixon Parties") on the one hand and Atlas Technology Group, LLC ("ATG") on the other hand. ATG and the Inpixon Parties are each referred to as a "Party" and collectively referred to as the "Parties". Capitalized terms not defined herein shall have the meaning for such term set forth in the Reduction Agreement (defined below).

Contract (February 20th, 2019)
Emerald Health Therapeutics Inc. – Preliminary Notes (February 20th, 2019)

Unless otherwise indicated, all information contained in this Annual Information Form ("AIF") of Emerald Health Therapeutics, Inc. (the "Company") is as of December 31, 2017.

First American Corp. – Contract (February 20th, 2019)
Contract (February 20th, 2019)
Ultragenyx Pharmaceutical Inc. – Contract (February 20th, 2019)
Sysorex Global Holdings Corp. – Contract (February 20th, 2019)
Bbooth, Inc. – Common Stock Purchase Warrant Verb Technology Company, Inc. (February 19th, 2019)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ____________________ or [his][her][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 Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Nevada 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(a)(i), below.)

Danielson Holding Corporation – Amended and Restated Intercompany Subordination Agreement (February 19th, 2019)

AGREEMENT, dated as of August 21, 2018 (as may be amended, restated, supplemented, replaced or otherwise modified from time to time, the "Agreement", is entered into by and among COVANTA ENERGY, LLC, a Delaware limited liability company (the "Company"), COVANTA HOLDING CORPORATION, a Delaware corporation ("Holding"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the "Guarantor Subsidiaries," and together with the Company and Holding, the "Covanta Parties"), CERTAIN OTHER SUBSIDIARIES OF COMPANY as Non-Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the "Non-Guarantor Subsidiaries") and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the benefit of the Secured Parties (as such term is defined in the Credit Agreement defined below).

2018 Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

This certifies that Advance Auto Parts, Inc. (the "Company") has granted to <Participant Name> (the "Participant") an award of Performance-Based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ( "Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and on the terms and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

Re: Second Letter Agreement (February 19th, 2019)

This letter agreement (the "Second Letter Agreement") serves to document the terms that you and Cognizant Technology Solutions Corporation (the "Company") have agreed to regarding your separation from the Company. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Letter Agreement entered into between you and the Company dated June 8, 2018 (the "First Letter Agreement"), or the Amended and Restated Executive Employment and Non-Disclosure Non-Competition, and Invention Assignment Agreement entered into between you and the Company dated February 27, 2018 (your "Employment Agreement"), as applicable. You and the Company agree as follows:

Aladdin International Inc /Mn/ – Employment Agreement (February 19th, 2019)

This EMPLOYMENT AGREEMENT (this Agreement) dated February 1, 2019 is entered into by and between Moregain Pictures, Inc., a Nevada corporation (the Company), and Jesse Weiner, the undersigned individual (Executive).

Payoff and Termination Letter (February 19th, 2019)

Reference is hereby made to the Loan and Security Agreement, dated as of August 17, 2017 (as amended, restated, supplemented or modified, the "Agreement") among LML Warehouse SPV, LLC, a Delaware limited liability company (the "Borrower"), Tesla Finance LLC ("TFL"), the Lenders and Group Agents party thereto, Deutsche Bank Trust Company Americas, as paying agent (in such capacity, the "Paying Agent") and Deutsche Bank AG, New York Branch, as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement.

Eyenovia, Inc. – Executive Employment Agreement (February 19th, 2019)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective this 15th day of February 2019 (the "Effective Date"), by and between Eyenovia, Inc., a Delaware corporation (the "Company"), and Michael M. Rowe, an individual resident of California ("Executive"). The Company and Executive are herein referred to each as a "Party" and together as the "Parties".

Contents (February 19th, 2019)

This Schedule sets out the description of the Services. The Services descriptions have been arranged in the following manner:

Retirement Agreement and General Release (February 19th, 2019)
Asset Purchase Agreement (February 19th, 2019)

This Asset Purchase Agreement (the "Agreement") is made as of this 13 day of February, 2019 by and between Bridgeline Digital, Inc., a Delaware corporation, ("Purchaser") and Seevolution, Inc a Delaware corporation, ("Seevolution"), Celebros, Inc., a Delaware corporation and Elisha Gilboa, an individual ("Celebros", "Elisha Gilboa" collectively with Seevolution, "Seller"). Purchaser, and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties").