California Sample Contracts

Natus Medical Incorporated 2018 Equity Incentive Plan Notice of Restricted Stock Unit Award (December 18th, 2018)

Unless otherwise defined herein, the terms defined in the Natus Medical Incorporated (the "Company") 2018 Equity Incentive Plan (the "Plan") will have the same meanings in this Notice of Restricted Stock Unit Award and the electronic representation of this Notice of Restricted Stock Unit Award established and maintained by the Company or a third party designated by the Company (this "Notice").

Ample-Tee, Inc. – Lock-Up and Waiver Agreement (December 18th, 2018)

In consideration of the Company's agreement to enter into the Exercise Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the date hereof, the undersigned hereby agrees, solely for the benefit of the Company that without the prior written consent of the Company, the undersigned will not, during the period specified below (the "Lock-Up Period"), directly or indirectly, unless otherwise provided herein, (i) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a "Transfer") any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (ii) establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Securities Exchange A

Ametek, Inc. Note Purchase Agreement Dated as of December 13, 2018 75,000,000 Series T Senior Notes Due December 13, 2027 $50,000,000 Series U Senior Notes Due December 13, 2028 $150,000,000 Series v Senior Notes Due December 13, 2027 $275,000,000 Series W Senior Notes Due December 13, 2025 $100,000,000 Series X Senior Notes Due December 13, 2027 (December 18th, 2018)
CSAIL 2018-C14 Commercial Mortgage Trust – Contract (December 18th, 2018)
Citigroup Commercial Mortgage Trust 2018-C6 – Contract (December 18th, 2018)
Natus Medical Incorporated 2018 Equity Incentive Plan Notice of Restricted Stock Award (December 18th, 2018)

Unless otherwise defined herein, the terms defined in the Natus Medical Incorporated 2018 Equity Incentive Plan (the "Plan") will have the same meanings in this Notice of Restricted Stock Award and any electronic representation of this Notice of Restricted Stock Award established and maintained by Natus Medical Incorporated ("Natus" or the "Company") or a third party designated by the Company (this "Notice").

Contract (December 18th, 2018)
Ample-Tee, Inc. – Contract (December 18th, 2018)
Helios & Matheson North America Inc. – Contract (December 18th, 2018)
Ample-Tee, Inc. – Contract (December 18th, 2018)
Contract (December 18th, 2018)
Perspecta Inc. – Contract (December 18th, 2018)
Ample-Tee, Inc. – Contract (December 18th, 2018)
Contract (December 18th, 2018)
Contract (December 18th, 2018)
Contract (December 18th, 2018)
Securities Purchase and Registration Rights Agreement (December 17th, 2018)

THIS SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 13, 2018, by and among Cryoport, Inc., a Nevada corporation with headquarters located at 17305 Daimler Street, Irvine, CA 92614 (the "Company"), and each investor identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

ConversionPoint Holdings, Inc. – Sellpoints Inc. Subordinated Unsecured Promissory Note (December 17th, 2018)

FOR VALUE RECEIVED, SellPoints Inc., a Delaware corporation (the "Company") promises to pay to [ ], or its registered assigns ("Investor"), in lawful money of the United States of America the principal sum of [ ] Dollars ($[ ]), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Subordinated Unsecured Promissory Note (this "Note") on the unpaid principal balance, which interest will accrue as follows:

Ehealth – Ehealth, Inc. As Trustee to Indenture Dated as of [*] Debt Securities (December 17th, 2018)

INDENTURE, dated as of [*], between eHealth, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal executive office at 2625 Augustine Dr., Second Floor, Santa Clara, California 95054, and [_________], as Trustee (herein called the "Trustee").

ConversionPoint Holdings, Inc. – Employment Agreement (December 17th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the November 1, 2018 (the "Effective Date"), is by and between CONVERSIONPOINT TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and CHRISTOPHER JAHNKE (the "Executive").

ConversionPoint Holdings, Inc. – Third Amendment to Loan and Security Agreement (December 17th, 2018)

This Third Amendment to Loan and Security Agreement is entered into as of June 30, 2018 (the "Amendment"), by and between ConversionPoint Technologies, Inc. ("Parent"), Push Holdings, Inc. ("Push Holdings"), Branded Response, Inc. ("Branded"), Tamble Inc. ("Tamble"), Comiseo, LLC ("Comiseo"), Push Interactive, LLC ("Push Interactive"), Push Properties LLC ("Push Properties"), Tremeta, LLC ("Tremeta"), Base Camp Technologies, LLC ("Base Camp"), Alpine Computing Systems, LLC ("Alpine"), SellPoints, Inc. ("SellPoints"), Montage Capital II, L.P. ("Montage") and Partners for Growth IV, L.P. ("PFG"). Each of Montage and PFG are also referred to as a "Lender" and collectively referred to as the "Lenders".

ConversionPoint Holdings, Inc. – Sellpoints, Inc. Second Amendment to Subordinated Unsecured Promissory Notes (December 17th, 2018)

This SECOND AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTES (this "Amendment") is made and entered into as of August 31, 2018, by and among SellPoints, Inc., a Delaware corporation (the "Company"), the Investors (as defined below) and ConversionPoint Technologies, Inc., a Delaware corporation ("ConversionPoint").

ConversionPoint Holdings, Inc. – Loan and Security Agreement (December 17th, 2018)

This Loan and Security Agreement, dated as of September 29, 2016 (this "Agreement"), is entered by and between SellPoints Inc. ("Borrower"), and Montage Capital II, L.P., a Delaware limited partnership ("Montage") and Partners for Growth IV, L.P. ("PFG"). Each of Montage and PFG are also referred to as a "Lender" and collectively referred to as the "Lenders". All capitalized terms used herein and not otherwise defined shall have the meanings provided in Section 13 hereof.

ConversionPoint Holdings, Inc. – Amendment No. 1 to Sellpoints, Inc. Lease (December 17th, 2018)

THIS AMENDMENT NO. 1 TO SELLPOINTS, INC. LEASE is made and entered into as of December 11, 2013, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company ("Landlord"), and SELLPOINTS, INC., a Delaware corporation ("Tenant").

Energizer Holdings, Inc. – J.P.Morgan CREDIT AGREEMENT Dated as of December 17, 2018 Among ENERGIZER GAMMA ACQUISITION, INC., as Initial Borrower (Expected to Be Merged With and Into Energizer Holdings, Inc. Upon the Consummation of the Acquisition With Energizer Holdings, Inc. Being the Surviving Entity) THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS JPMORGAN CHASE BANK, N.A., as Administrative Agent BARCLAYS BANK PLC, as Syndication Agent and BANK OF AMERICA, N.A. MUFG BANK, LTD., CITIBANK, N.A., STANDARD CHARTERED BANK and TD SECURITIES (USA) LLC, as Co-Documentation Agents JPMORGAN CHASE BANK, N.A., BA (December 17th, 2018)
ConversionPoint Holdings, Inc. – Employment Agreement (December 17th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the November 1, 2018 (the "Effective Date"), is by and between CONVERSIONPOINT TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and ANDRE PESCHONG (the "Executive").

ConversionPoint Holdings, Inc. – Employment Agreement (December 17th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the November 1, 2018 (the "Effective Date"), is by and between CONVERSIONPOINT TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and JEFFREY MARKS (the "Executive").

ConversionPoint Holdings, Inc. – Basic Lease Information 6550 Vallejo Street, Emeryville CA (December 17th, 2018)

The following is a summary of Lease information that is referred to in the Lease. To the extent there is any conflict between the provisions of this Summary and any more specific provision of the Lease, such more specific provision shall control.

Terra Tech Corp. – Stock Option Grant Under the Company's 2018 Equity Incentive Plan (December 17th, 2018)

Notwithstanding the foregoing, in the event the Participant's service is terminated by the Company or an Affiliate without Cause (as defined below) or the Participant terminates their service for Good Reason (as defined below), 100% of the Shares which would have vested in each vesting installment remaining under this Option will be vested and exercisable for purposes of Section 25(b) of the Plan unless this Option has otherwise expired or been terminated pursuant to its terms or the terms of the Plan.

Seratosa Inc. – Common Stock Purchase Agreement (December 17th, 2018)
C&J Energy Services Ltd. – Amended and Restated Employment Agreement (December 17th, 2018)

This Amended and Restated Employment Agreement (this "Agreement") is entered into effective as of December 11, 2018 (the "Effective Date"), by and between C&J Spec-Rent Services, Inc., an Indiana company (the "Company"), and Donald J. Gawick ("Executive").

ConversionPoint Holdings, Inc. – Amendment No. 4 to Sellpoints, Inc. Lease (December 17th, 2018)

THIS AMENDMENT NO. 4 TO SELLPOINTS, INC. LEASE is made and entered into as of February 9, 2018, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company ("Landlord"), and SELLPOINTS, INC., a Delaware corporation ("Tenant").

Amendment No. 11 to Loan and Servicing Agreement (December 17th, 2018)

This LOAN AND SERVICING AGREEMENT (as amended, restated, supplemented or modified from time to time, the Loan and Servicing Agreement) is made as of January 22, 2010, among:

Terra Tech Corp. – Stock Option Grant Under the Company's 2018 Equity Incentive Plan (December 17th, 2018)

The Company and the Participant acknowledge receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated by reference herein, the Company's 2018 Equity Incentive Plan and the terms of this Option Grant as set forth above.

ConversionPoint Holdings, Inc. – Lease Between the Irvine Company Llc and Conversionpoint Technologies Inc. (December 17th, 2018)

THIS LEASE is made as of March 20, 2018, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called "Landlord," and CONVERSIONPOINT TECHNOLOGIES INC., a Delaware corporation, hereafter called "Tenant."