ex-10 Sample Contracts

Glucose Biosensor Systems (Greater China) Holdings, Inc. – TECHNOLOGY LICENSE AGREEMENT (August 2nd, 2019)

This Technology License Agreement (this “Agreement”) dated as of3rd July 2019 (the “Effective Date”), is by and between the following parties:

Marsh & McLennan Companies, Inc. – MARSH & McLENNAN COMPANIES, INC. 2011 INCENTIVE AND STOCK AWARD PLAN TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARDS (August 2nd, 2019)

An award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The Award is a one-time award in recognition of any award that you may have been eligible to be granted under the JLT 2019 Deferred Bonus Scheme that you otherwise may have received. Following the grant of this Award, you will not receive additional awards in recognition of the Deferred Bonus Scheme awards. The Award type, the number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award will be provided to you by Global & Executive Compensation and/or the stock plan service provider of the Company (as defined in Section V.D.). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”) and to additional t

Arconic Inc. – ARCONIC INC. SPECIAL RETENTION AWARD AGREEMENT NEIL MARCHUK Grant Date: May 14, 2019 (August 2nd, 2019)

The terms and conditions of this Global Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).

Motorola Solutions, Inc. – PERFORMANCE STOCK UNIT AWARD AGREEMENT (August 2nd, 2019)

This Performance Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to «First_Name» «Last_Name» (the “Grantee”).

Shell Midstream Partners, L.P. – REVOLVING LOAN FACILITY AGREEMENT (August 2nd, 2019)
Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

In connection with the proposed business combination (the “Transaction”) in which DermTech, Inc., a Delaware Corporation (“DermTech”) will merge with a wholly-owned subsidiary corporation of Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of common stock (the “Company Shares”) of the Company set forth on the signature page hereof for a purchase price of $3.25 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:

Biomarin Pharmaceutical Inc – BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Purchase Plan, As Amended and Restated April 12, 2019 (August 2nd, 2019)

The following constitutes the provisions of the BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Purchase Plan of BioMarin Pharmaceutical Inc. (the “Company”), which is an amendment and restatement of the Company’s 1998 Employee Stock Purchase Plan (which shall remain in full force and effect (including all Offering Periods, as defined below, in effect thereunder).

FireEye, Inc. – Amendment #2 to Flextronics Design and Manufacturing Services Agreement (MSA) (August 2nd, 2019)

THIS AMENDMENT #2 to the Flextronics Manufacturing Services Agreement dated September 28, 2012 as last amended on October 1st, 2018, (“Agreement”) between FireEye Incorporated, having a place of business at 601 McCarthy Blvd., Milpitas, California 95035 (“Customer”) and Flextronics Telecom Systems, Ltd., having a place of business at Suite 402, St. James Court, St. Denis Street, Port Louis, Mauritius (“Flextronics”) shall be effective April 1, 2019 (“Amendment Effective Date”).

Noble Corp – NOBLE CORPORATION (August 2nd, 2019)

THIS INSTRUMENT (this “Instrument”), made effective as of the _______________, by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the time-vested Cash Award (as defined in the Plan) granted hereunder to _______________ (“Employee”) and sets forth the restrictions, terms and conditions that apply thereto.

Bancfirst Corp /Ok/ – SIXTH AMENDED AND RESTATED BANCFIRST CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (August 2nd, 2019)
LyondellBasell Industries N.V. – EMPLOYMENT TRANSITION AGREEMENT (August 2nd, 2019)

THIS EMPLOYMENT TRANSITION AGREEMENT (“Agreement”) is made and entered into as of June 1, 2019 (the “Effective Date”), by and among Lyondell Chemical Company, a Delaware corporation (together with the LyondellBasell Group and all present and former parents, subsidiaries, successors, assigns and affiliated corporations the “Company”), and Thomas Aebischer (“Executive”). In consideration of the mutual promises made below, Company and Executive agree as follows:

Marsh & McLennan Companies, Inc. – MARSH & McLENNAN COMPANIES, INC. 2011 INCENTIVE AND STOCK AWARD PLAN TERMS AND CONDITIONS OF PERFORMANCE STOCK UNIT AWARDS GRANTED ON [DATE], 2019 (August 2nd, 2019)

A Performance Share Unit award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award will be provided to you by Global & Executive Compensation and/or the stock plan service provider of the Company (as defined in Section V.E.). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”) and to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices and the Plan will be referred to herein as the “Award Documentatio

Plexus Corp – AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (August 2nd, 2019)

This AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, dated as of June 21, 2019 (this “Amendment”), is made and entered into by and between Plexus Corp., a Wisconsin corporation (“Plexus”), Plexus Intl. Sales & Logistics, LLC, a Delaware limited liability company (“PISL”), Plexus Manufacturing Sdn. Bhd., a private company limited by shares organized under the laws of Malaysia (“PM”), Plexus Services Ro SRL, a company organized and existing under the laws of Romania. (“Plexus Romania”), Plexus Corp. (UK) Limited, a company organized and existing under the laws of Scotland (“Plexus UK” and together with Plexus, PISL, PM and Plexus Romania, each, a “Seller”, and collectively, the “Sellers”), Plexus, as Seller Representative and as Guarantor, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch) (the “Purchaser”).

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

In connection with the proposed business combination (the “Transaction”) in which DermTech, Inc., a Delaware Corporation (“DermTech”) will merge with a wholly-owned subsidiary corporation of Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of common stock (the “Company Shares”) of the Company set forth on the signature page hereof for a purchase price of $3.25 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:

Granite Construction Inc – AMENDMENT NO. 1 TO third AMENDED AND RESTATED CREDIT AGREEMENT (August 2nd, 2019)

This Amendment No. 1 to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of July 29, 2019, is made by and among GRANITE CONSTRUCTION INCORPORATED, a Delaware corporation (the “Company” and a “Borrower”), GRANITE CONSTRUCTION COMPANY, a California corporation (“GCC” and a “Borrower”), GILC INCORPORATED, a California corporation (“GILC” and a “Borrower”, and together with the Company and GCC, collectively the “Borrowers”), each of the Guarantors (as defined in the Credit Agreement (as defined below)) signatory hereto, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto.

Restaurant Brands International Inc. – RESTAURANT BRANDS INTERNATIONAL INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN ADDITIONAL MATCHING RESTRICTED STOCK UNIT AMENDED AWARD AGREEMENT (August 2nd, 2019)

You were granted Restricted Stock Units (the “Additional RSUs”) pursuant to the terms and conditions of an Additional Matching Restricted Stock Unit Award Agreement (the “Original Award Agreement”) and Section 8 of the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), which is incorporated herein by reference. You also were granted RSUs (the “Base RSUs”) pursuant to a Base Matching Restricted Stock Unit Award Agreement which is being amended and restated by separate agreement effective as of the Restatement Date (the “Base RSU Award Agreement”). The Base RSUs and Additional RSUs were granted in connection with your purchase of Shares in the Company’s 2018 Bonus Swap Program (the “Related Shares”).

Office Properties Income Trust – OFFICE PROPERTIES INCOME TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT (August 2nd, 2019)

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).

Element Solutions Inc – 2014 EMPLOYEE STOCK PURCHASE PLAN (August 2nd, 2019)

This Element Solutions Inc 2014 Employee Stock Purchase Plan (the “Plan”) is effective March 6, 2014 (the “Effective Date”), subject to approval by the Company’s stockholders within twelve (12) months after the Effective Date. If stockholder approval is not obtained, then this Plan and any grants made hereunder, shall immediately terminate and be null and void.

Quaker Chemical Corp – NON-COMPETITION AND NON-SOLICITATION AGREEMENT (August 2nd, 2019)

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of August 1, 2019 (the “Effective Date”), is entered into by Quaker Chemical Corporation (“Buyer”), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (“Gulf Houghton”), Gulf Oil International Limited, a company incorporated in the Cayman Islands (“Gulf International”), and GOCL Corporation Limited, a public limited company incorporated in India (“Gulf Oil” and, together with Gulf Houghton and Gulf International, the “Sellers” and each, a “Seller”). In addition, Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (“Gulf India”), is executing this Agreement solely for purposes of Section 1(c).

EVERTEC, Inc. – EVERTEC, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (August 2nd, 2019)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of May 30, 2019 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).

Pacific Mercantile Bancorp – PACIFIC MERCANTILE BANCORP 2019 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT This Stock Appreciation Rights Agreement (the “Agreement”) is entered into as of ###GRANT_DATE### (the “Grant Date”) by and between PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and ###PARTICIPANT_NAME### (the “Participant”) pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”). Unless otherwise defined in this Agreement, terms with initial capital letters shall have the meanings set forth in the Plan. 1. Grant of SAR. The Company hereby grants to Participant Stock Appr (August 2nd, 2019)
Deciphera Pharmaceuticals, Inc. – CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT (August 2nd, 2019)

This License Agreement (this “Agreement”) is made as of June 10, 2019 (the “Effective Date”), by and between Deciphera Pharmaceuticals, LLC a limited liability company organized and existing under the laws of Delaware, U.S.A., located at 500 Totten Pond Rd, Waltham, MA 02451, U.S.A., (“Deciphera”), and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). Deciphera and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Emergent BioSolutions Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (August 2nd, 2019)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 27, 2019, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders party hereto (the “Consenting Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

Northern Oil & Gas, Inc. – SEPARATION AND RELEASE AGREEMENT (August 2nd, 2019)

This Separation and Release Agreement (“Agreement”) is entered into by and between Northern Oil and Gas, Inc., a Delaware corporation, and Michael L. Reger, an individual, as follows:

Biolargo, Inc. – SAMPLE CONVERTIBLE PROMISSORY NOTE - OID (August 2nd, 2019)

FOR VALUE RECEIVED, BIOLARGO, INC., a corporation organized under the laws of the state of Delaware (“Issuer”), promises to pay to the order of [____] (hereafter, together with any subsequent holder hereof, called “Holder”), at its office, at “Holder’s Address” (as that term is defined below), or at such other place as Holder may direct, the “Principal Amount” noted above (the “Loan Amount”), payable twelve (12) months from the “Issue Date” set forth above (the “Maturity Date”). This convertible note is duly authorized issue of the Issuer, purchased by the initial Holder pursuant to the subscription agreement (“Subscription Agreement”), and designated as its “Nine-Month OID Note” (referred to herein as the “Note”). The outstanding balance of this Note is convertible, pursuant to the terms set forth herein, at an initial conversion price of $ per share (“Conversion Price”), as such price may be adjusted.

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Ultragenyx Pharmaceutical Inc. – AMENDMENT NO. 8 TO COLLABORATION AND LICENSE AGREEMENT (August 2nd, 2019)

This Amendment No. 8 to the Collaboration and License Agreement (“Amendment”) is made and entered into by and between Kyowa Kirin Co., Ltd. (formerly, Kyowa Hakko Kirin Co., Ltd.), a company organized and existing under the laws of Japan, with an address at 1-9-2 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan (“KHK”) and Ultragenyx Pharmaceutical Inc., a company organized and existing under the laws of the State of Delaware, with an address at 60 Leveroni Court, Novato, California 94949, USA (“UGNX”).

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

In connection with the proposed business combination (the “Transaction”) in which DermTech, Inc., a Delaware Corporation (“DermTech”) will merge with a wholly-owned subsidiary corporation of Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of common stock (the “Company Shares”) of the Company set forth on the signature page hereof for a purchase price of $3.25 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:

Washington Prime Group Inc. – WASHINGTON PRIME GROUP INC. EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENT (Louis Conforti) (August 2nd, 2019)

This Performance Stock Unit Award Agreement (“Agreement”) made as of August 2, 2019 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

In connection with the proposed business combination (the “Transaction”) in which DermTech, Inc., a Delaware Corporation (“DermTech”) will merge with a wholly-owned subsidiary corporation of Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of common stock (the “Company Shares”) of the Company set forth on the signature page hereof for a purchase price of $3.25 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:

San Diego Gas & Electric Co – SEMPRA ENERGY <YEAR> LONG-TERM INCENTIVE PLAN <YEAR> ANNUAL RESTRICTED STOCK UNIT AWARD – NON-EMPLOYEE DIRECTORS (August 2nd, 2019)

You have been granted a restricted stock unit award representing the right to receive the number of shares of Sempra Energy Common Stock set forth below, subject to the vesting conditions set forth below. The restricted stock units, and dividend equivalents with respect to the restricted stock units, under your award may not be sold or assigned. They will be subject to forfeiture unless and until they vest on the date of the <YEAR> Annual Meeting of Shareholders. Shares of Common Stock will be distributed to you when the restricted stock units vest under the terms and conditions of your award.

Css Industries Inc – CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT (August 2nd, 2019)

This RESTRICTED STOCK UNIT GRANT, dated as of ___________ __, 20__ (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to «FirstName» «LastName» (the “Grantee”).

Rambus Inc – LEASE AGREEMENT by and between RAMBUS INC., a Delaware corporation (“Tenant”) and (August 2nd, 2019)

For and in consideration of the rentals, covenants, and conditions hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the following described Premises for the term, at the rental and subject to and upon all of the terms, covenants and agreements set forth in this Lease Agreement (“Lease”):