California Sample Contracts

Benchmark 2018-B5 Mortgage Trust – Contract (August 20th, 2018)
Yummy Flies, Inc. – LOAN AGREEMENT (ACH Repayment) (California) (August 20th, 2018)

For value received, Borrower hereby promises to pay to SFSI, as the lead creditor, for itself and other co-investors (collectively the Funders), the principal amount specified below ("Loan Amount"), plus interest, in lawful money of the United States. Borrower shall deliver the principal and interest amount specified below (the "Repayment Amount") to SFSI from the payment of monies from Borrower's customers' and/or other third party (the "Receipts" defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Borrower's business), for the payment of Borrower's sale of goods or services.

Pain Therapeutics, Inc – Securities Purchase Agreement (August 20th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of August 15, 2018, between Pain Therapeutics, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

MR2 Group, Inc. – First Amendment to Forbearance Agreement (August 20th, 2018)

THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this "Amendment"), dated as of August 15, 2018, is entered into and between by and between Super G Capital, LLC, a Delaware limited liability company ("Lender"), Precision Opinion, Inc., a Nevada corporation ("Borrower"), and James T. Medick, an individual residing at 2482 Hollow Rock Road, Las Vegas, NV 89135 ("Guarantor"). Borrower and Guarantor are sometimes referred to herein, as the "Credit Parties".

Yummy Flies, Inc. – LOAN AGREEMENT (ACH Repayment) (California) (August 20th, 2018)

For value received, Borrower hereby promises to pay to SFSI, as the lead creditor, for itself and other co-investors (collectively the Funders), the principal amount specified below ("Loan Amount"), plus interest, in lawful money of the United States. Borrower shall deliver the principal and interest amount specified below (the "Repayment Amount") to SFSI from the payment of monies from Borrower's customers' and/or other third party (the "Receipts" defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Borrower's business), for the payment of Borrower's sale of goods or services.

Yummy Flies, Inc. – Employment Agreement (August 20th, 2018)

This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of February 1, 2018 ("the Effective Date"), by and between PURA NATURALS, INC. (the "Company"), and Daniel kryger ("Executive ").

Weatherford International Ltd – Affiliate Guaranty (August 20th, 2018)

THIS AFFILIATE GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this Guaranty) is made as of August 16, 2018 by and among Weatherford International plc, an Irish public limited company (the Parent) and each of the Subsidiaries of the Parent listed on the signature pages hereto (the Parent and each such listed Subsidiary, each an Initial Guarantor) and those additional Subsidiaries of the Parent that become parties to this Guaranty by executing a supplement hereto (a Guaranty Supplement) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the Guarantors), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent), for the benefit of itself and the other holders of the Guaranteed Obligations (as defined below) (all such holders, the Guaranteed Parties). Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have

Yummy Flies, Inc. – Employment Agreement (August 20th, 2018)

This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of February 1, 2018 ("the Effective Date"), by and between PURA NATURALS, INC. (the "Company"), and Daniel kryger ("Executive ").

Loan and Security Agreement (August 20th, 2018)

This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of August 15, 2018 ("Amendment Date"), by and among BLUEGREEN VACATIONS CORPORATION, a Florida corporation f/k/a Bluegreen Corporation ("Borrower"), each of the financial institutions from time to time party hereto (individually, each a "Lender", and collectively, the "Lenders") and PACIFIC WESTERN BANK, a California state-chartered bank, as successor-by-merger to CapitalSource Bank, as administrative, payment and collateral agent for itself, as a Lender and the other Lenders (in such capacities, "Agent").

Weatherford International Ltd – AMENDMENT NO. 3 TO TERM LOAN AGREEMENT Dated as of August 16, 2018 (August 20th, 2018)

THIS AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (this Amendment) is entered into as of August 16, 2018, by and among WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (WIL-Bermuda), WEATHERFORD INTERNATIONAL PLC, an Irish public limited company (WIL-Ireland and, together with WIL-Bermuda, the Obligor Parties), the Lenders listed on the signature pages attached hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the Administrative Agent).

Servicemaster Global Holdings Inc – CREDIT AGREEMENT Among FRONTDOOR, INC., THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank, J.P. MORGAN SECURITIES, LLC, FIRST TENNESSEE BANK NATIONAL ASSOCIATION, CAPITAL ONE, N.A., REGIONS CAPITAL MARKETS, a DIVISION OF REGIONS BANK, GOLDMAN SACHS BANK USA, RBC CAPITAL MARKETS, LLC and CREDIT SUISSE LOAN FUNDING LLC, as Joint Lead Arrangers and Joint Bookrunners, FIRST TENNESSEE BANK NATIONAL ASSOCIATION, CAPITAL ONE, N.A. And REGIONS CAPITAL MARKETS, a DIVISION OF REGIONS BANK, as Co-Syndication Agents (August 20th, 2018)

CREDIT AGREEMENT, dated as of August 16, 2018, among FRONTDOOR, INC., a Delaware corporation (as further defined in subsection 1.1, the Borrower), the Subsidiary Borrowers (as hereinafter defined) from time to time party to this Agreement, the Effective Date Term Loan Lender (as hereinafter defined), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent, collateral agent and issuing bank for the Lenders hereunder (in such capacities, respectively, the Administrative Agent, Collateral Agent and, as further defined in subsection 1.1, an Issuing Bank).

Imperial Holdings – River City Capital, LLC 13616 California Street, Suite 110 Omaha, NE 68154 (August 20th, 2018)

River City Capital, LLC ("RCC") hereby confirms it, or its designee(s), will invest, on the terms and subject to the conditions set forth in this letter, up to $2.5 million (the "Investment") in Emergent Capital, Inc. (the "Company"), at any time during the period from the date of this letter to August 20, 2019, in accordance with the terms below.

MR2 Group, Inc. – Third Amendment to Loan Agreement (August 20th, 2018)

THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"), is entered into as of August 15, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company ("Lender"), and PRECISION OPINION, INC., a Nevada corporation ("Borrower").

Benchmark 2018-B4 Mortgage Trust – Contract (August 20th, 2018)
Vapetek Inc. – Stock Purchase Agreement (August 20th, 2018)

THIS STOCK PURCHASE AGREEMENT is made and entered into this 8th day of August, 2018 by and among (i) Nodechain, Inc., a Delaware corporation (the "Company"), (ii) Changzhi Shen (the "Purchaser"), and (iii) Andy Michael Ibrahim, a California resident, and Alham Benyameen, a California resident, who are the record holders of the Shares (as defined below) in the Company (collectively, the "Sellers"), for the sale and purchase of an aggregate of 68,200,000 shares of common stock of the Company (the "Shares") for an aggregate of Four Hundred Fifty Thousand U.S. Dollars ($450,000), representing approximately 80% of the issued and outstanding shares of the Company on a fully diluted basis at the Closing (as defined below) (the "Purchase Price"), subject to the terms and conditions contained in this Agreement.

Originoil Inc. – Subscription Agreement (August 20th, 2018)

This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of this ___ day of ____, 2018, by and between OriginClear, Inc., a Nevada corporation (the "Company"), and the undersigned set forth on the signature page hereto (the "Subscriber").

Gtx – Gtx Corp. Convertible Promissory Note (August 20th, 2018)

WHEREAS on July 30, 2018, RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California, 92037 (the "Holder") loaned funds totaling, $35,000.00 to GTX Corp., a Nevada corporation with its office at 117 W. 9th Street, Suite 1214; Los Angeles, California 90015 (the "Company"). Payment for the loan was made in full, directly to the Company in the form of a Wire Transfer.

Separation Agreement & Release (August 20th, 2018)
AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT Dated as of August 20, 2018 Among CHOICE HOTELS INTERNATIONAL, INC., as Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS NAMED HEREIN, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, With DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Book-Running Managers and JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC as Co-Syndication Agents and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender, and BANK OF AME (August 20th, 2018)
Durect Corporation – Fifth Amendment to Lease (August 17th, 2018)

This Fifth Amendment to Lease (this "Fifth Amendment") is made and entered into effective as of August 15, 2018, which is the date that this Fifth Amendment has been fully executed by all of those persons required to sign it (the "Effective Date"), by and between De Anza Enterprises LLC, a California limited liability company ("Landlord"), and DURECT Corporation, a Delaware corporation ("Tenant"), with respect to the following facts:

Principia Biopharma Inc. – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT for RSK Inhibitors and Novel Electrophiles (August 17th, 2018)

This amended and restated license agreement (Agreement) is made effective this 31st day of May, 2012 (Amendment Effective Date), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (The Regents) and acting through its Office of Technology Management, University of California San Francisco (UCSF), 185 Berry Street, Suite 4603, San Francisco, California 94107 and Principia Biopharma Inc., a Delaware corporation, having a principal place of business at 400 East Jamie Court, Suite 302, South San Francisco, California 94080 (Licensee).

Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Restricted Stock Agreement (August 17th, 2018)
Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Nonqualified Option Agreement (For Non-Employee Directors) (August 17th, 2018)
Pure Bioscience – Consultant Agreement (August 17th, 2018)

This CONSULTING AGREEMENT (the "Agreement") is entered into effective as of August 13, 2018 (the "Effective Date"), by and between Pure Bioscience, Inc., a Delaware corporation (the "Company"), and Dave Pfanzelter (the "Consultant"). The Company and the Consultant are hereinafter collectively referred to as the "Parties", and individually referred to as a "Party".

Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Incentive Stock Option Agreement (August 17th, 2018)
Foundation Building Materials, Inc. – TERM LOAN CREDIT AGREEMENT Dated as of August 13, 2018, Among FBM ALPHA LLC, as Holdings, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as the Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL MARKETS1, GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC. And STIFEL SYNDICATED CREDIT LLC, as Joint Lead Arrangers and Joint Bookrunners (August 17th, 2018)
Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Nonqualified Option Agreement (Performance-Based) (August 17th, 2018)
SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT DATED AS OF August 16, 2018 BETWEEN AVNET, INC., as Originator AND AVNET RECEIVABLES CORPORATION, as Buyer (August 17th, 2018)

THIS SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of August 16, 2018, is by and between AVNET, INC., a New York corporation ("Originator"), and AVNET RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement).

Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Restricted Stock Agreement (For Non-Employee Directors) (August 17th, 2018)

Shares of Restricted Stock are hereby awarded pursuant to this Restricted Stock Agreement (the Agreement) on , 20 by Banc of California, Inc., a Maryland corporation (the Company), to (the Grantee), in accordance with the following terms and conditions, in connection with the Grantees service as a non-employee director of the Company [and Banc of California, N.A. (the Bank)]:

Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Restricted Stock Unit Agreement (For Non-Employee Directors) (August 17th, 2018)
Principia Biopharma Inc. – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and PRINCIPIA BIOPHARMA INC. For Inverted Kinase Inhibitors OTM Case No. SF2011-045 (August 17th, 2018)

This Amended and Restated Exclusive License Agreement (Agreement) is made effective this 5th day of December, 2013 (Amendment Effective Date), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (The Regents) and acting through its Office of Innovation, Technology, and Alliances, University of California San Francisco (UCSF), 3333 California Street, Suite S-11, San Francisco, California 94143, and Principia Biopharma Inc., a Delaware corporation, having a principal place of business at 400 East Jamie Court, Suite 302, South San Francisco, California 94080 (Licensee). The Regents and Licensee may be referred to herein individually as a Party, and collectively as the Parties.

Madison Square Garden Co – Ground Lease (August 17th, 2018)

This GROUND LEASE (this "Lease"), dated as of July 16, 2018 (the "Lease Commencement Date"), is by and among Sands Arena Landlord LLC, a Nevada limited liability company (together with its permitted successors and assigns, "Lessor"), MSG Las Vegas, LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Lessee"), Venetian Casino Resort, LLC, a Nevada limited liability company ("VCR"), and MSG Sports & Entertainment, LLC, a Delaware limited liability company ("MSG S&E"). VCR and MSG S&E join in this Lease for the purposes set forth in Section 2.3. Lessor and Lessee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Banc of California, Inc. 2018 Omnibus Stock Incentive Plan Performance Unit Agreement (August 17th, 2018)

A Performance Unit is hereby awarded pursuant to this Performance Unit Agreement (this Agreement) on , 20 (the Grant Date) by Banc of California, Inc., a Maryland corporation (the Company), to (the Grantee), in accordance with the following terms and conditions:

ENPHASE ENERGY, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 17, 2018 4.00% Convertible Senior Notes Due 2023 (August 17th, 2018)

INDENTURE, dated as of August 17, 2018, between ENPHASE ENERGY, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Krystal Biotech, Inc. – Krystal Biotech, Inc. Stock Purchase Agreement (August 17th, 2018)