California Sample Contracts

Constellation Pharmaceuticals Inc – CONSTELLATION PHARMACEUTICALS, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 22, 2018 (June 22nd, 2018)

This Agreement dated as of March 22, 2018 is entered into by and among Constellation Pharmaceuticals, Inc., a Delaware corporation (the Company), and the individuals and entities listed on Exhibit A attached hereto (the Purchasers).

Allakos Inc. – Allakos Inc. Executive Incentive Compensation Plan (June 22nd, 2018)
Crinetics Pharmaceuticals, Inc. – Crinetics Pharmaceuticals, Inc. Stock Option Agreement (June 22nd, 2018)

The Board of Directors of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the Company), has approved a grant to , an individual (the Optionee), of an option (the Option) to purchase shares of Common Stock of the Company (the Shares), pursuant to the Companys amended and restated 2015 Stock Incentive Plan (the Plan) and this Stock Option Agreement (the Option Agreement), as follows:

Parallax Health Sciences, Inc. – This Warrant and the Shares of Common Stock Issued Upon Its Exercise Are Subject to the Restrictions on Transfer Set Forth in Section 5 of This Warrant (June 22nd, 2018)

PARALLAX HEALTH SCIENCES, INC., a Nevada corporation (the "Company"), for value received, hereby certifies that __________________________________, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 6:00 p.m. PST on June 18, 2021, 6,000,000 shares (subject to adjustment as set forth herein) of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of US$.25 per share (subject to adjustment as set forth herein). The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 22, 2018 Among PULTEGROUP, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the Other Lenders Party Hereto (June 22nd, 2018)
California Republic Auto Receivables Trust 2018-1 – MECHANICS BANK, as Seller, and CALIFORNIA REPUBLIC FUNDING, LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of June 1, 2018 (June 22nd, 2018)

This RECEIVABLES PURCHASE AGREEMENT, dated as of June 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between MECHANICS BANK, a California corporation authorized to transact a banking business (the "Seller"), and CALIFORNIA REPUBLIC FUNDING, LLC, a Delaware limited liability company (the "Purchaser").

Parallax Health Sciences, Inc. – Note and Purchase Agreement (June 22nd, 2018)

This Note and Purchase Agreement (this "Agreement") is dated as of June 18, 2018 among PARALLAX HEALTH SCIENCES, INC., a Nevada corporation with its principal place of business located at 1327 Ocean Avenue, Suite B, Santa Monica CA 90401 (the "Company"), and ________________________________________ with an address at __________________________________________ and the other purchasers, if any, identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Allakos Inc. – Allakos Inc. Indemnification Agreement (June 22nd, 2018)

This Indemnification Agreement (this Agreement) is dated as of _______, 2018 and is between Allakos Inc., a Delaware corporation (the Company), and ______________ (Indemnitee).

Second Amended and Restated Employment Agreement (June 22nd, 2018)

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is entered into effective June 21, 2018, by and between Tailored Brands, Inc., a Texas corporation (the Company), Tailored Shared Services, LLC, a Delaware limited liability company (SSU), and Douglas S. Ewert (Executive), amending and restating the Amended and Restated Employment Agreement dated April 22, 2015 (the Prior Restatement), between The Mens Wearhouse, Inc., a Texas corporation ( TMW), and the Executive, as amended and assigned pursuant to the Assignment and Amendment dated January 31, 2016 (the Assignment), between the Company, SSU, TMW and the Executive. References in this Agreement to Effective Date shall mean April 22, 2015.

Constellation Pharmaceuticals Inc – Contract (June 22nd, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

FORM OF STOCK PURCHASE AGREEMENT OF SERIES a CONVERTIBLE PREFERRED STOCK AND COMMON STOCK OF E-N-G MOBILE SYSTEMS, INC. (Holdings ENG, LLC and PositiveID Corporation) (June 22nd, 2018)

This Series A Convertible Preferred Stock and Common Stock Purchase Agreement (the "Agreement") is entered into on June 15, 2018 ("Effective Date") by Holdings ENG, LLC, a Florida limited liability company ("Purchaser") and PositiveID Corporation, a Delaware corporation ("PositiveID") .

Constellation Pharmaceuticals Inc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. LICENSE AND COLLABORATION AGREEMENT BETWEEN GENENTECH, INC., F. HOFFMANN-LA ROCHE LTD AND CONSTELLATION PHARMACEUTICALS, INC. (June 22nd, 2018)

THIS LICENSE AND COLLABORATION AGREEMENT (Agreement) dated January 9, 2012 (Signing Date), is effective as of the Effective Date by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 1 DNA Way, South San Francisco, California 94080 (Genentech), F. Hoffmann-La Roche Ltd, Grenzacherstrasse 124, CH4070 Basel Switzerland (Roche) (Genentech and Roche together referred to as Licensee) and Constellation Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 215 First Street, Cambridge, MA, 02142 (Constellation). Licensee and Constellation are each referred to herein individually as a Party and collectively as the Parties.

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Amended and Restated Exclusive License Agreement Between the Johns Hopkins University Allakos Inc. Jhu Agreement A30817 (June 22nd, 2018)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (JHU) and ALLAKOS INC., a Delaware corporation having an address at 75 Shoreway Road, Suite A, San Carlos, CA 94070 (Company), as of September 30, 2016 (the Restatement Date) and amends and restates that certain Exclusive License Agreement entered into by and between JHU and Allakos as of the Effective Date (the Original License Agreement), with respect to the following:

Biolargo Inc. – Biolargo, Inc. 2018 Equity Incentive Plan (June 22nd, 2018)
California Republic Auto Receivables Trust 2018-1 – Second Amended and Restated Trust Agreement (June 22nd, 2018)

This SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 1, 2018 (as amended, restated or otherwise modified from time to time, this "Agreement"), is between California Republic Funding, LLC, a Delaware limited liability company (the "Depositor"), and Wilmington Trust, National Association, a national banking association, as owner trustee (the "Owner Trustee").

Allakos Inc. – Lease Agreement (June 22nd, 2018)

THIS LEASE AGREEMENT (this Lease) is made this 1st day of May, 2013, between ARE-SAN FRANCISCO NO. 29, LLC, a Delaware limited liability company (Landlord), and ALLAKOS, INC., a Delaware corporation (Tenant).

Allakos Inc. – Allakos Inc. Amended and Restated Investors Rights Agreement (June 22nd, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) made as of November 30, 2017, by and among Allakos Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A (each, an Investor and collectively, the Investors).

Constellation Pharmaceuticals Inc – Contract (June 22nd, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Amended and Restated Employment Agreement (June 22nd, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is entered into effective June 21, 2018, by and between Tailored Brands, Inc., a Texas corporation (the Company), Tailored Shared Services, LLC, a Delaware limited liability company (SSU), and Bruce K. Thorn (Executive), amending and restating the Employment Agreement dated June 29, 2015 (the Original Agreement), byThe Mens Wearhouse, Inc., a Texas corporation ( TMW), and Executive, as amended and assigned pursuant to the Assignment and Amendment dated January 31, 2016 (the Assignment), between the Company, SSU, TMW and the Executive. References in this Agreement to Effective Date shall mean June 29, 2015.

Crinetics Pharmaceuticals, Inc. – Amended and Restated Employment Agreement (June 22nd, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is entered into by and between Crinetics Pharmaceuticals, Inc., a Delaware corporation (the Company), and Marc J.S. Wilson (Executive), and shall be effective as of May 22, 2018 (the Effective Date).

Crinetics Pharmaceuticals, Inc. – Amended and Restated Employment Agreement (June 22nd, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is entered into by and between Crinetics Pharmaceuticals, Inc., a Delaware corporation (the Company), and R. Scott Struthers (Executive), and shall be effective as of May 25, 2018 (the Effective Date).

Probe Manufacturing – This Reciprocal Sales Agreement Agreement Is Entered Into on the 23rd May 2018 Between the Parties as Defined Below: Parties Biomass Power Ltd (BPL) With Its Registered Office At: Lichfield Road, Stafford, ST17 4BQ Registered in the United Kingdom With Company No. 06340386 and Clean Energy Technologies, Inc (CETY) With Its Registered Office At: 2990 Redhill Avenue Costa Mesa, California 92626 Registered in the United States of America as a Nevada Corporation. WHEREAS: BPL and CETY the Parties Agree to Actively Promote the Sale of the Following Products: - BPL HORC - 140, BPL HORC - 280, BPL HO (June 22nd, 2018)

and may from time to time refer potential customers to the each other to place orders. It is agreed that no monies shall be exchanged for any lead or order placement between the Parties.

Parallax Health Sciences, Inc. – Security Agreement (June 22nd, 2018)

This Security Agreement ("Agreement") is made and entered into as of June 18, 2018, by and between PARALLAX HEALTH SCIENCES, INC., a Nevada corporation with its principal place of business located at 1327 Ocean Avenue Suite B, Santa Monica CA 90401 (the "Debtor"), and _______________________________________________________ with an address at ______________________________________ and the other purchasers, if any, identified on the signature pages to the Purchase Agreement (each, including its successors and assigns, a "Secured Party" and collectively the "Secured Parties").

California Republic Auto Receivables Trust 2018-1 – MECHANICS BANK, as Administrator, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of June 1, 2018 (June 22nd, 2018)

THIS ADMINISTRATION AGREEMENT, dated as of June 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among California Republic Auto Receivables Trust 2018-1, a Delaware statutory trust (the "Issuer"), Mechanics Bank, a California corporation authorized to transact a banking business ("Mechanics Bank"), as administrator (the "Administrator"), Wilmington Trust, National Association, a national banking association, as owner trustee (the "Owner Trustee"), and U.S. Bank National Association, a national banking association, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee").

Redwood Mortgage Investors IX – FIRST AMENDMENT TO NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF REDWOOD MORTGAGE INVESTORS IX, LLC a Delaware Limited Liability Company (June 22nd, 2018)

This First Amendment (the Amendment) to the Ninth Amended and Restated Limited Liability Company Operating Agreement of Redwood Mortgage Investors IX, LLC, dated March 25, 2016 (the Operating Agreement), amends the Operating Agreement of Redwood Mortgage Investors IX, LLC, a Delaware limited liability company (the Company), effective as of June 7, 2018. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Operating Agreement.

Certain Sections of This Indenture Relating to Sections 310 Through 318 Inclusive, of the Trust Indenture Act of 1939 (June 22nd, 2018)

INDENTURE, dated as of June 22, 2018, between Marvell Technology Group Ltd., a Bermuda exempted company (herein called the Company), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the Trustee).

Forty Seven, Inc. – Exclusive (Equity) Agreement (June 22nd, 2018)

This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (Stanford), an institution of higher education having powers under the laws of the State of California, and Forty Seven, Inc. (Forty Seven), a corporation having a principal place of business at 353 Lowell Avenue, Palo Alto, California 94301, is effective on the 19th day of November, 2015 (Effective Date).

HyreCar Inc. – Hyrecar Inc. Underwriting Agreement (June 22nd, 2018)
Allakos Inc. – ALLAKOS INC. 2012 EQUITY INCENTIVE PLAN (Amended and Restated May 17, 2017) (June 22nd, 2018)
Rubius Therapeutics, Inc. – SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Rubius Therapeutics, Inc. (June 22nd, 2018)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of February 23, 2018, by and among Rubius Therapeutics, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (each, an Investor, and together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Subsection 6.9, the Investors).

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Non- Exclusive License Agreement (June 22nd, 2018)

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the Agreement), effective as of October 31, 2013 (the Effective Date), is entered into by and between BioWa, Inc., with a principal place of business at 9420 Athena Circle, La Jolla, California 92037 USA (BioWa), Lonza Sales AG a Swiss corporation, with a principal place of business at Munchensteinerstrasse 38, Basel, CH-4002 Switzerland (Lonza) (together the Licensor) and Allakos, Inc. with its principal place of business located at 75 Shoreway Road, Suite A San Carlos CA 94070 (Licensee). Lonza, BioWa, Licensor or Licensee may hereafter be referred to as a Party and collectively as the Parties.

Crinetics Pharmaceuticals, Inc. – LEASE AGREEMENT BETWEEN 6262 LUSK INVESTORS LLC, a California Limited Liability Company (LANDLORD) AND CRINETICS PHARMACEUTICALS, INC., a Delaware Corporation (TENANT) February 21, 2018 10222 Barnes Canyon Road SAN DIEGO, CALIFORNIA (June 22nd, 2018)

THIS LEASE AGREEMENT (this Lease) is made as of February 21, 2018 (Effective Date), by and between 6262 LUSK INVESTORS LLC, a California limited liability company (Landlord), and CRINETICS PHARMACEUTICALS, INC., a Delaware corporation (Tenant).

Biolargo Inc. – Biolargo, Inc. 2018 Equity Incentive Plan Restricted Stock Unit Award Agreement (June 22nd, 2018)

Unless otherwise defined in this Restricted Stock Unit Award Agreement (this "Agreement"), any capitalized terms used herein will have the meaning ascribed to them in the BioLargo, Inc. 2018 Equity Incentive Plan (the "Plan").

Cango Inc. – Cango Inc. Share Incentive Plan 2018 (June 22nd, 2018)

Cango Inc., a Cayman Islands exempt company with limited liability (the Company), sets forth herein the terms of its Share Incentive Plan 2018 (the Plan) as follows:

California Republic Auto Receivables Trust 2018-1 – Indenture (June 22nd, 2018)

This Indenture shall be deemed to be and hereby is a security agreement within the meaning of the UCC as in effect in the State of New York.