California Sample Contracts

Note Purchase and Private Shelf Agreement (January 17th, 2018)

To MetLife Investment Advisors, LLC ("MetLife"), and each other MetLife Party which becomes bound by this agreement as hereinafter provided (together with MetLife each a "Purchaser" and collectively, the "Purchasers"):

Contract (January 17th, 2018)

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PLAYERS NETWORK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Aquantia Corp – Aquantia Corp. (January 17th, 2018)

On behalf of Aquantia Corp. (the "Company"), I am pleased to offer you the position of Chief Operating Officer ("COO") at the Company on the terms set forth in this offer letter agreement (the "Agreement").

January 12, 2018 (January 17th, 2018)
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 10, 2018 (January 17th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 6, 2014 (the Credit Agreement or Agreement), is by and among HYATT HOTELS CORPORATION, a Delaware corporation (Hyatt), HOTEL INVESTORS I, INC., a societe a responsabilite limitee duly incorporated and validly existing under the laws of the Grand-Duchy of Luxembourg, having its registered office at 2-4, rue Eugene Ruppert, L-2453 Luxembourg, Grand-Duchy of Luxembourg, with a share capital of USD 20,000.- and registered with the Luxembourg Registre de Commerce et des Societes, Luxembourg under number B 157.496 (the Foreign Borrower), those Material Domestic Subsidiaries of Hyatt identified as Guarantors on the signature pages hereto and such other Subsidiaries of Hyatt as may from time to time become a party hereto (the Guarantors), the lenders named herein and such other lenders as may become a party hereto (collectively, the Lenders and individually, a Lender), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrati

Contract (January 17th, 2018)

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PLAYERS NETWORK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Biolargo Inc. – Securities Purchase Agreement (January 17th, 2018)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 16, 2018, by and between BIOLARGO, INC., a Delaware corporation, with headquarters located at 14921 Chestnut St., Westminster, CA 92683 (the "Company"), and FirstFire Global Opportunities Fund, LLC, with its address at 1040 1st Avenue, Suite 190, New York, NY 10022 (the "Buyer").

Crown Marketing – Contract (January 17th, 2018)
Neothetics, Inc. – Separation and Release Agreement (January 17th, 2018)

This Separation and Release Agreement (Separation Agreement) is made by and between Neothetics, Inc. (Company) and Susan Knudson (Employee or You) and shall be effective as of the Separation Date (as defined below) with respect to the following facts:

DanDrit Biotech USA, Inc. – Agreement and Plan of Merger (January 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated January 12, 2018 (the "Effective Date"), is by and among DanDrit Biotech USA, Inc., a Delaware corporation ("Parent"), DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Enochian Biopharma Inc., a Delaware corporation ("Company"), and Weird Science LLC, a California limited liability company and the super majority stockholder of Company (the "Majority Stockholder"). All terms defined in this Agreement are referenced in Section 1.1. Parent, Merger Sub, Company and the Majority Stockholder are each referred to as a "Party" or collectively as the "Parties."

Spirit Realty Capital Inc. – Amendment No. 8 to Third Amended and Restated Loan and Security Agreement (January 17th, 2018)

This Third Amended and Restated Loan and Security Agreement dated February 7, 2012 (this Agreement as hereinafter further defined) is entered into by and among ShopKo Properties, LLC, a Minnesota limited liability company (Properties), Penn-Daniels, LLC, a Delaware limited liability company (Penn), ShopKo Stores Operating Co., LLC, a Delaware limited liability company (ShopKo Operating), ShopKo Holding Company, LLC, a Wisconsin limited liability company formerly known as ShopKo Holding Company, Inc. (ShopKo Holdco), ShopKo Optical Manufacturing, LLC, a Wisconsin limited liability company (Optical), Specialty Retail Shops Holding Corp., a Delaware corporation formerly known as SKO Group Holding Corp. (SKO or Parent), ShopKo Institutional Care Services Co., LLC, a Delaware limited liability company (ShopKo Institutional), Retained R/E SPE, LLC, a Delaware limited liability company (Retained R/E), Pamida Stores Operating Co., LLC, a Delaware limited liability company (Pamida Operating, an

DanDrit Biotech USA, Inc. – LICENSE AGREEMENT by and Between WEIRD SCIENCE, LLC and ENOCHIAN BIOPHARMA, INC. (January 17th, 2018)
DanDrit Biotech USA, Inc. – Form of Standstill and Lock-Up Agreement (January 17th, 2018)

This Standstill and Lock-Up Agreement (this "Agreement") is made and entered into as of [*], 2018 (the "Effective Date"), by and among DanDrit Biotech USA, Inc., a Delaware corporation ("Parent"), Weird Science, LLC, a California limited liability company (the "Majority Stockholder") and RS Group ApS, a Danish limited company and a stockholder of Parent ("RS Group" and together with Majority Stockholder, the "Stockholders" and each, a "Stockholder"). Parent, Majority Stockholder and RS Group are each referred to as a "Party" or collectively as the "Parties."

Spirit Realty Capital Inc. – Amendment to Amended and Restated Master Lease Agreement (January 17th, 2018)

THIS LEASE (hereinafter, this Lease) is made and entered into as of the [ ] day of [ ], 20[ ] (the Effective Date), by and between [ ], a [ ] (hereinafter, Landlord), and SHOPKO STORES OPERATING CO., LLC, a Delaware limited liability company (hereinafter, Tenant).

Contract (January 17th, 2018)

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PLAYERS NETWORK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Biolargo Inc. – BioLargo, Inc. Convertible Note (January 17th, 2018)

FOR VALUE RECEIVED, BioLargo, Inc., a Delaware corporation with a par value of $0.00067 per common share ("Par Value") (the "Company"), hereby promises to pay to the order of FirstFire Global Opportunities Fund, LLC or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).

Biolargo Inc. – Registration Rights Agreement (January 17th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 16, 2018 by and between BIOLARGO, INC., a Delaware corporation (the "Company"), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Digital Realty Trust, L.P. – DIGITAL REALTY TRUST, INC. FOUR EMBARCADERO CENTER, SUITE 3200 SAN FRANCISCO, CA 94111 January 9, 2018 (January 17th, 2018)

Digital Realty Trust, Inc. (the "REIT") and DLR, LLC (the "Employer", and together with the REIT, the "Company") are pleased to offer you employment with the REIT and the Employer on the terms and conditions set forth in this letter (the "Agreement"), effective as of January 25, 2018 (the "Effective Date").

DanDrit Biotech USA, Inc. – Form of Investor Rights Agreement (January 17th, 2018)

This Investor Rights Agreement (this "Agreement") is made and entered into as of [*], 2018 (the "Effective Date"), by and among DanDrit Biotech USA, Inc., a Delaware corporation ("Parent"), Weird Science, LLC, a California limited liability company ("Majority Stockholder") and RS Group ApS, a Danish limited company and a stockholder of Parent ("RS Group" and together with Majority Stockholder, the "Stockholders"). Parent and each Stockholder are each referred to as a "Party" or collectively as the "Parties."

$50,000,000 3.04% Senior Notes, Series A, Due January 12, 2023 (January 17th, 2018)

To PGIM, Inc. ("Prudential"), each Series A Purchaser and each other Prudential Party which becomes bound by this agreement as hereinafter provided (together with Prudential and the Series A Purchasers, each a "Purchaser" and collectively, the "Purchasers"):

Contract (January 17th, 2018)

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PLAYERS NETWORK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

One Stop Systems Inc – Business Loan Agreement (January 16th, 2018)

THIS BUSINESS LOAN AGREEMENT dated May 6, 2015, is made and executed between ONE STOP SYSTEMS, INC. (Borrower) and BANK OF THE WEST (Lender) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrowers representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lenders sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

Hpil Holding – Merchandise License Agreement (January 16th, 2018)

This Merchandise License Agreement (the "Agreement") is entered into as of December 1, 2017 (the "Effective Date") by and between HPIL Holding (collectively, "Licensor"), on the one hand, and Royal Blue ("Licensee"), on the other hand.

One Stop Systems Inc – Contract (January 16th, 2018)

This Agreement (Agreement) is made this 1st day of October, 2015, with effect as of 1 January 2015 (Effective Date) by and between d3 Systems, LLP, (Buyer), a company based in the United Kingdom; and d3 Technologies Ltd., a company based in the United Kingdom, (d3 Tech); and One Stop Systems, Inc, a California corporation (Supplier). In this Agreement, Party shall mean Buyer or d3 Tech or Supplier, and Parties shall mean Buyer, d3 Tech and Supplier.

ARMO BioSciences, Inc. – Indemnification Agreement (January 16th, 2018)

This Indemnification Agreement (Agreement) is made as of , 2018 by and between ARMO BioSciences, Inc., a Delaware corporation (the Company), and (Indemnitee). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

One Stop Systems Inc – One Stop Systems Inc. Warrant to Purchase Common Stock (January 16th, 2018)

One Stop Systems, Inc. a Delaware corporation (the Company), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Roth Capital Partners, LLC], the registered holder hereof or its permitted assigns (the Holder), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the Warrant), at any time or times on or after the Issuance Date (the Exercisability Date), but not after 5:00 p.m., Eastern time, on the Expiration Date (as defined below), fully paid and non-assessable shares of Common Stock (the Warrant Shares). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Underwriter Wa

December 7, 2017 John Cajigas 7470 La Mantanza San Diego, CA 92127 (January 16th, 2018)

This letter sets forth the arrangement that the Company is offering, and the terms and conditions that apply if you accept it. Please read this carefully and feel free to call me if you have any questions. If the terms set forth in this letter are acceptable, you will need to sign and date the enclosed copy of this letter and return it to me within the time limits set forth below. Once this letter agreement takes effect, it will become a legally binding contract between you and the Company on the following terms:

TERM LOAN CREDIT AGREEMENT Dated as of January 12, 2018 Among (January 16th, 2018)

THIS TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 (this "Agreement") is entered into among (i) QUMU CORPORATION, a Minnesota corporation (the "Borrower"), (ii) QUMU, Inc., a California corporation and the other Persons party hereto from time to that are designated as a "Guarantor" hereunder, (iii) the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the "Lenders"), and (iv) ESW HOLDINGS, INC. (in its individual capacity, "ESW Holdings"), as administrative agent for the Lenders.

One Stop Systems Inc – ONE STOP SYSTEMS, INC. (A Delaware Corporation) [*] Shares of Common Stock UNDERWRITING AGREEMENT (January 16th, 2018)
Lightlake Therapeutics Inc. – Executive Employment Agreement (January 16th, 2018)

This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 11th 2018 ("Effective Date") is entered by and between Opiant Pharmaceuticals, Inc., a Delaware corporation ("Company"), and Phil Skolnick ("Executive") (Company and Executive, each a "Party", and together the "Parties"). In consideration of the mutual covenants and benefits set forth below, the Parties agree as follows:

One Stop Systems Inc – Standard Industrial/Commercial Multi-Tenant Leasenet Air Commercial Real Estate Association (January 16th, 2018)
Certificate of Determination of Series a Junior Participating Preferred Shares of Bebe Stores, Inc. (January 16th, 2018)

We, Manny Mashouf, President and Chief Executive Officer, and Gary Bosch, Vice President, General Counsel and Secretary, of bebe stores, inc., a corporation organized and existing under the laws of California (hereinafter called the Company), do hereby certify as follows:

Guaranty (January 16th, 2018)

GUARANTY, dated as of January 16, 2018, made by the undersigned (together with each other Person that executes a joinder agreement and becomes a Guarantor hereunder each a Guarantor, and collectively, the Guarantors), in favor of the Collateral Agent and the Holders (each as defined below).

One Stop Systems Inc – MERGER AGREEMENT AND PLAN OF REORGANIZATION by and Among ONE STOP SYSTEMS, INC., a California Corporation (Buyer) and MISSION TECHNOLOGY GROUP, INC., a California Corporation (Target) and RANDY JONES (Target Shareholder) July 6, 2016 (January 16th, 2018)

This Merger Agreement and Plan of Reorganization (Agreement) is made as of July 6, 2016 by and among One Stop Systems, Inc., a California corporation (Buyer); Mission Technology Group, Inc., a California corporation (Target); and Randy Jones, an individual and the sole shareholder of Target (Target Shareholder). Target and Target Shareholder are collectively referred to in this Agreement as Target Parties. Buyer and Target Parties are collectively referred to in this Agreement as the Parties.

Lightlake Therapeutics Inc. – Executive Employment Agreement (January 16th, 2018)

This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 11th 2018 ("Effective Date") is entered by and between Opiant Pharmaceuticals, Inc., a Delaware corporation ("Company"), and David O'Toole ("Executive") (Company and Executive, each a "Party", and together the "Parties"). In consideration of the mutual covenants and benefits set forth below, the Parties agree as follows: