California Sample Contracts

Cryptosign, Inc. – Technology License Agreement (April 18th, 2019)

This Technology License Agreement (the "Agreement") is entered into on this 12th day of April, 2019 ("Effective Date") between Hydro Dynamics, Inc., a Georgia corporation with an office located at 8 Redmond Court, Rome, Georgia (HDI) and NewBridge Global Ventures, Inc (NB) a Delaware Corporation with offices at 2545 Santa Clara Avenue, Alameda, California. Each of the above is a "Party" and jointly the "Parties".

Amended and Restated Evg License Agreement (April 18th, 2019)

THIS AMENDED AND RESTATED EVG LICENSE AGREEMENT (the "Agreement") is made and entered into as of November 29, 2018 (the "A&R Execution Date") by and between JAPAN TOBACCO INC., a Japanese corporation having its principal place of business at JT Building, 2-1 Toranomon, 2-chome, Minato-ku, Tokyo 105-8422, Japan ("JT"), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404, United States ("Gilead"). JT and Gilead are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Envision Solar International, Inc. – Underwriting Agreement (April 18th, 2019)

The undersigned, Envision Solar International, Inc., a company incorporated under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Envision Solar International, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

RAM Energy Resources, Inc. – Halcon Resources Corporation 1801 California Street, Suite 3500 Denver, CO 80202 (April 18th, 2019)
MASTER AGREEMENT by and Between GILEAD SCIENCES, INC. And GILEAD SCIENCES K.K. And JAPAN TOBACCO INC. Dated as of November 29, 2018 (April 18th, 2019)

This Master Agreement (this "Agreement") is made and entered into as of November 29, 2018 (the "Execution Date") and, except for certain provisions specified in Section 12.1 that will be effective as of the Execution Date, will be effective as of the Closing Date (as defined below), by and between Japan Tobacco Inc., a Japan corporation having its principal place of business at Toranomon 2-2-1, Minato-ku, Tokyo 105-8422, Japan ("JT"), on the one hand, and Gilead Sciences, Inc., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, California, CA 94404, United States ("Gilead"), and Gilead Sciences K.K., a Japan corporation having its principal place of business at Gran Tokyo South Tower 16F, Marunouchi 1-9-2, Chiyoda-ku, Tokyo 100-6616, Japan ("GSJ"), on the other hand. JT, on the one hand, and Gilead and GSJ, on the other hand, are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Landcadia Holdings II, Inc. – Form of Investment Management Trust Agreement (April 18th, 2019)

This Investment Management Trust Agreement (this "Agreement") is made effective as of __________, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Sunoco Logistics Partners Lp – ENERGY TRANSFER OPERATING, L.P. 28,000,000 7.600% Series E Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 18th, 2019)
Qualstar – Qualstar Corporation (April 18th, 2019)

This EMPLOYMENT AGREEMENT (the "Agreement"), entered into on April 13, 2019 but effective as of January 1, 2019, is entered into between Qualstar Corporation, a California corporation with principal offices located at 130 West Cochran Street, Unit C, Simi Valley, California 93065 ("Qualstar" or the "Company") and Steven N. Bronson, an individual residing at 2751 Queens Garden Court, Westlake Village, California 91361 ("Executive") (each a "Party" and collectively, the "Parties").

Zuora Inc – March 6, 2018 (April 18th, 2019)

This employment letter confirms your continued employment as SVP General Counsel with Zuora, Inc., a Delaware Corporation (the "Company" or "Zuora"). You will continue to report to Tien Tzuo, Zuora's Chief Executive Officer.

Agreement (April 18th, 2019)

This AGREEMENT (this "Agreement"), dated April 18, 2019, is by and among L Brands, Inc. (the "Company") and Barington Companies Equity Partners, L.P. ("Barington Equity") and Barington Capital Group, L.P. ("Barington Capital" and, together with Barington Equity, "Barington"). Each of the Company and Barington is a "Party" to this Agreement and, collectively, the "Parties."

Intellectual Property Security Agreement (April 18th, 2019)

This Intellectual Property Security Agreement (this "Agreement") is entered into as of April 12, 2019 by and between SILICON VALLEY BANK, a California corporation, with a loan production office located 505 Howard Street, 3rd Floor, San Francisco, California 94105 ("Bank") and ACHAOGEN, INC., a Delaware corporation with its principal place of business located at One Tower Place, Suite 300, South San Francisco, California 94080 ("Grantor").

Amendment No. 1 and Waiver to Credit Agreement (April 18th, 2019)

This AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of April 17, 2019 (this "Amendment"), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation ("Borrower"), the Lenders signatory hereto, ARES CAPITAL CORPORATION, as the administrative agent (the "Administrative Agent"), ACF FINCO I LP, as the revolving agent (the "Revolving Agent") and as the collateral agent (the "Collateral Agent") and HPS INVESTMENT PARTNERS, LLC, as documentation agent (the "Documentation Agent"; the Documentation Agent together with the Administrative Agent, the Collateral Agent and the Revolving Agent, the "Agents"; the Agents together with the Lenders, the "Lender Parties"). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).

OXiGENE, Inc. – Agreement and Plan of Merger (April 18th, 2019)
ASSET PURCHASE AGREEMENT by and Among AMERICAN RAILCAR INDUSTRIES, INC., THE GREENBRIER COMPANIES, INC. And GBXL, LLC April 17, 2019 (April 18th, 2019)
Unless Permitted Under Securities Legislation, the Holder of This Security Must Not Trade the Security Before June 15, 2019. (April 18th, 2019)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO RISE GOLD CORP. (THE ISSUER); (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTI

Waiver and First Amendment (April 18th, 2019)

This Waiver and First Amendment to Loan and Security Agreement (this "Amendment") is entered into this 12th day of April, 2019, by and between SILICON VALLEY BANK ("Bank") and ACHAOGEN, INC. a Delaware corporation ("Borrower") whose address is One Tower Place, Suite 300, South San Francisco, California 94080.

Smart & Final Stores, Inc. – AGREEMENT AND PLAN OF MERGER Among: SMART & FINAL STORES, INC., a Delaware Corporation; FIRST STREET PARENT, INC., a Delaware Corporation; And FIRST STREET MERGER SUB, INC., a Delaware Corporation (April 18th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of April 16, 2019, by and among First Street Parent, Inc., a Delaware corporation (Parent); First Street Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Purchaser); and Smart & Final Stores, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Amendment No. 1 and Waiver to Credit Agreement (April 18th, 2019)

This AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of April 17, 2019 (this "Amendment"), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation ("Borrower"), the Lenders signatory hereto, U.S. BANK NATIONAL ASSOCIATION, as the administrative agent (the "Administrative Agent") and as the collateral agent (the "Collateral Agent" together with the Administrative Agent, the "Agents"; the Agents together with the Lenders, the "Lender Parties"). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).

ASSET PURCHASE AGREEMENT Dated as of April 17, 2019 by and Between ANGIODYNAMICS, INC. And MEDLINE INDUSTRIES, INC. (April 18th, 2019)
Envision Solar International, Inc. – Warrant Agency Agreement (April 18th, 2019)

WARRANT AGENCY AGREEMENT, dated as of April 18, 2019 ("Agreement"), between Envision Solar International, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), and Corporate Stock Transfer, Inc., a corporation organized under the laws of the State of Colorado (the "Warrant Agent").

OXiGENE, Inc. – Separation Agreement and Release (April 18th, 2019)
Landcadia Holdings II, Inc. – Contract (April 18th, 2019)
iHookup Social, Inc. – Employment Agreement (April 17th, 2019)

This Employment Agreement (the "Agreement") is made as of the 3rd day of April, 2019 (the effective Date") by and between Friendable, Inc., a Nevada corporation (the "Company"), and Frank Garcia an individual residing at _______________ Tucson, AZ ___________ (the "Executive").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among SIX FLAGS ENTERTAINMENT CORPORATION, as Parent SIX FLAGS OPERATIONS INC., as Holdings SIX FLAGS THEME PARKS INC., as Borrower, the Several Lenders From Time to Time Parties Hereto, BANK OF AMERICA, N.A. AND GOLDMAN SACHS BANK USA, as Co-Syndication Agents, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., COMPASS BANK, HSBC BANK USA, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION as Co-Documentation Agents, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Lender and Swing Line Lender Dated as of April 17, 20 (April 17th, 2019)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 17, 2019, among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (Parent), SIX FLAGS OPERATIONS INC., a Delaware corporation (Holdings), SIX FLAGS THEME PARKS INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (as defined below) (the Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the Administrative Agent), an Issuing Lender and Swing Line Lender.

Utstarcom Holdings Corp. 2017 Equity Incentive Plan Notice of Grant of Performance Shares (April 17th, 2019)

Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Notice of Grant of Performance Shares (the "Notice of Grant").

iHookup Social, Inc. – Employment Agreement (April 17th, 2019)

This Employment Agreement (the "Agreement") is made as of the 3rd day of April, 2019 (the effective Date") by and between Friendable, Inc., a Nevada corporation (the "Company"), and Dean Rositano, an individual residing at 126 Sea Terrace Way., Aptos, CA 95003 (the "Executive").

iHookup Social, Inc. – Employment Agreement (April 17th, 2019)

This Employment Agreement (the "Agreement") is made as of the 3rd day of April, 2019 (the effective Date") by and between Friendable, Inc., a Nevada corporation (the "Company"), and Robert A Rositano, Jr an individual residing at 3846 Moana Way, Santa Cruz, CA 95062 (the "Executive").

Form of Stock Option Award Agreement (April 17th, 2019)

You agree by acceptance of this grant that this grant is subject to the terms and conditions of the 2017 Equity Incentive Plan (as amended from time to time), the Stock Option Award Agreement for the Plan year (the "Award Agreement"), and any country-specific terms and conditions contained in an Appendix to the Award Agreement if you are resident in or transfer to one of the countries identified therein.

Catalent, Inc. – EQUITY COMMITMENT AND INVESTMENT AGREEMENT Dated as of April 14, 2019 by and Among Catalent, Inc., Green Equity Investors VII, L.P. And Green Equity Investors Side VII, L.P. (April 17th, 2019)
Form of Stock Option Award Agreement (April 17th, 2019)

You agree by acceptance of this grant that this grant is subject to the terms and conditions of the 2017 Equity Incentive Plan (as amended from time to time), the Stock Option Award Agreement for the Plan year (the "Award Agreement"), and any country-specific terms and conditions contained in an Appendix to the Award Agreement if you are resident in or transfer to one of the countries identified therein.

Cryptosign, Inc. – Consulting Services Agreement (April 17th, 2019)

This Consulting Services Agreement (this "Agreement"), is entered into this 9th day of April 2019, by and between Arthur Kwan et al (the "Consultant") and NewBridge Global Ventures, Inc. (the "Client"). The Consultant or the Client sometimes referred to as a "Party" and together referred to as the "Parties".

Utstarcom Holdings Corp. 2017 Equity Incentive Plan Notice of Grant of Restricted Stock Units (April 17th, 2019)

Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the "Notice of Grant").

Muscle Maker, Inc. – First Amendment to 15% Senior Secured Convertible Promissory Note (April 17th, 2019)

This Amendment, dated as of April 10, 2019 (this "Amendment"), made and entered into by and between Muscle Maker, Inc., a California corporation (the "Company"), the holders (the "Holders") of the Notes (as defined below) and Catalytic Holdings 1 LLC, as agent of the Holders (the "Agent").

Utstarcom Holdings Corp. 2017 Equity Incentive Plan Notice of Grant of Performance Units (April 17th, 2019)

Unless otherwise defined herein, the terms defined in the 2017Equity Incentive Plan (the "Plan") will have the same defined meanings in this Notice of Grant of Performance Units (the "Notice of Grant").

April 12, 2019 Scott P. Youngstrom (April 17th, 2019)