Farella Braun + Martel Sample Contracts

Strategic Realty Trust, Inc. – Purchase and Sale Agreement (May 11th, 2017)

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into as of the 21st day of November, 2016 (the "Contract Date"), by and between SUNSET TRIANGLE INVESTORS, LLC, a California limited liability company ("Seller"), and STRATEGIC REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Purchaser").

Cyanotech Corporation – Indemnification Agreement (March 15th, 2017)

This Indemnification Agreement (this "Agreement"), effective as of [date of agreement] (the "Effective Date"), by and between Cyanotech Corporation, a Nevada corporation (the "Company"), and [name of director or officer] (the "Indemnitee").

LEASE AGREEMENT Between ECI FOUR GOLD STREET LLC as "Landlord" and TIVO INC. As "Tenant" (August 23rd, 2016)

The Premises is comprised of (i) approximately 62,950 rentable square feet located at 2160 Gold Street, San Jose, CA 95002 ("Building 2160"); and (ii) approximately 64,174 rentable square feet located at 2190 Gold Street, San Jose, CA 95002 ("Building 2190" and, collectively with Building 2160, the "Buildings"). The term "Building" may be used in the Lease to apply to Building 2160 and/or Building 2190, as indicated by the context in which such term is used.

LEASE AGREEMENT Between 601 MCCARTHY OWNER, LLC as "Landlord" and FIREEYE, INC. As "Tenant" (August 16th, 2016)

THIS LEASE (the "Lease") is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information ("Landlord"), and the Tenant identified in the Basic Lease Information ("Tenant"). Landlord and Tenant hereby agree as follows:

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this "Agreement"), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership ("Parent"), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Apollo Education Group, Inc., an Arizona corporation (the "Company") and San Roque School Charitable Trust (the "Shareholder"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this "Agreement"), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership ("Parent"), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Apollo Education Group, Inc., an Arizona corporation (the "Company") and Apollo Class B Voting Stock Trust No. 1 (the "Shareholder"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and Aurora Foundation (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and Apollo Class B Voting Stock Trust No. 1 (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this "Agreement"), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership ("Parent"), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Apollo Education Group, Inc., an Arizona corporation (the "Company") and Aurora Foundation (the "Shareholder"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and the John Sperling 1994 Irrevocable Trust (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and the John Sperling Revocable Trust (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this "Agreement"), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership ("Parent"), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Apollo Education Group, Inc., an Arizona corporation (the "Company") and the John Sperling 1994 Irrevocable Trust (the "Shareholder"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and Peter V. Sperling (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this "Agreement"), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership ("Parent"), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Apollo Education Group, Inc., an Arizona corporation (the "Company") and the John Sperling Revocable Trust (the "Shareholder"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and San Roque School Charitable Trust (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this Agreement), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (Parent), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (Merger Sub), Apollo Education Group, Inc., an Arizona corporation (the Company) and the Peter Sperling Voting Stock Trust (the Shareholder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Voting and Support Agreement (February 8th, 2016)

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this "Agreement"), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership ("Parent"), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Apollo Education Group, Inc., an Arizona corporation (the "Company") and Peter V. Sperling (the "Shareholder"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Eighth Amendment to Lease Agreement (September 2nd, 2014)

THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and entered into as of June 17, 2014, by and between ECI FOUR GOLD STREET LLC, a California limited liability company ("Landlord"), and TIVO INC., a Delaware corporation ("Tenant").

Convertible Note Purchase Agreement (March 14th, 2012)

This Convertible Note Purchase Agreement (this "Agreement") is dated as of March 13, 2012, by and among ECOtality, Inc., a Nevada corporation (the "Company"), and ABB Technology Ventures Ltd (the "Investor").

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT Between Robert L. Hanson and American Eagle Outfitters, Inc. (November 18th, 2011)

This Chief Executive Officer Employment Agreement ("Agreement") is entered into as of November 14, 2011 by and between American Eagle Outfitters, Inc. (the "Company"), and Robert L. Hanson (the "Executive") and effective as of January 30, 2012 (the "Start Date"), which shall be Executive's first date of employment hereunder. The parties believe it to be in their best interest to document the terms of the Executive's employment with the Company, as follows:

LOAN AND SECURITY AGREEMENT Dated as of June 29, 2010 Among UNIFY CORPORATION, as Borrower, the Guarantors Party Hereto From Time to Time, and HERCULES TECHNOLOGY II, L.P., as Lender (August 3rd, 2011)

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 29, 2010 and is entered into by and among (i) UNIFY CORPORATION, a Delaware corporation (hereinafter referred to as "Borrower"), (ii) each other Person identified as a "Guarantor" hereto from time to time, and (iii) HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership ("Lender").

8,500,000 Shares ECOtality, Inc. Common Stock UNDERWRITING AGREEMENT (June 28th, 2011)
LOAN AND SECURITY AGREEMENT Dated as of June 29, 2010 Among UNIFY CORPORATION, as Borrower, the Guarantors Party Hereto From Time to Time, and HERCULES TECHNOLOGY II, L.P., as Lender (April 19th, 2011)

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 29, 2010 and is entered into by and among (i) UNIFY CORPORATION, a Delaware corporation (hereinafter referred to as "Borrower"), (ii) each other Person identified as a "Guarantor" hereto from time to time, and (iii) HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership ("Lender").

200 & 300 Oceangate, Long Beach, California Purchase Agreement Between 200 Oceangate, Llc, a Delaware Limited Liability Company and Molina Center Llc, a Delaware Limited Liability Company November 30, 2010 (March 8th, 2011)

THIS AGREEMENT is entered into as of the 30th day of November, 2010 (Contract Date), by and between 200 OCEANGATE, LLC, a Delaware limited liability company (Seller), and MOLINA CENTER LLC, a Delaware limited liability company (Buyer).

Hudson Pacific Properties – Purchase and Sale Agreement (December 6th, 2010)

THIS PURCHASE AND SALE AGREEMENT (the Agreement) is made and entered into as of the 15th day of September, 2010 (the Contract Date), by and between ECI WASHINGTON LLC, a Delaware limited liability company (Seller), and HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (Purchaser).

AGREEMENT AND PLAN OF MERGER by and Among UNIFY CORPORATION, UNIFY ACQUISITION CORP., STRATEGIC OFFICE SOLUTIONS, INC. (D/B/A DAEGIS) and With Respect to Sections 8.2(a)(i), 9.13 and 9.14, the SHAREHOLDERS Listed on the Signature Pages Hereto Dated as of June 29, 2010 (July 1st, 2010)

Page ARTICLE 1 DEFINITIONS 2 1.1 Defined Terms 10 1.2 Interpretation Provisions 10 ARTICLE 2 THE MERGER 10 2.1 The Merger 10 2.2 Effective Time 11 2.3 Effect of the Merger 11 2.4 Articles of Incorporation; Bylaws 11 2.5 Directors and Officers 12 2.6

Securities Purchase Agreement (November 18th, 2009)

This Securities Purchase Agreement (this "Agreement") is dated as of November 9, 2009, between Ecotality, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Securities Exchange Agreement (November 4th, 2009)

This Securities Exchange Agreement (this "Agreement") is dated as of October 31, 2009, between Ecotality, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Securities Purchase Agreement (July 6th, 2009)
Agreement and Plan of Merger by and Among First Solar, Inc., First Solar Acquisition Corp., Optisolar Inc. And Optisolar Holdings Llc March 2, 2009 (May 1st, 2009)

This AGREEMENT AND PLAN OF MERGER, dated as of March 2, 2009 (this "Agreement"), is by and among First Solar, Inc., a Delaware corporation ("Parent"), First Solar Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), OptiSolar Inc., a Delaware corporation (the "Company"), and OptiSolar Holdings, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company ("Hold Co").1

Registration Rights Agreement by and Among Cimatron Ltd. And (June 30th, 2008)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is entered into as of the 31st day of December, 2007, by and among CIMATRON LTD., a company incorporated under the laws of the State of Israel (the Company), and MR. WILLIAM F. GIBBS (Gibbs).

Merger Agreement and Plan of Reorganization (June 30th, 2008)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (together with the Company Disclosure Schedule and the other schedules hereto, the Agreement) is made and entered into as of December 31, 2007, by and among Cimatron Ltd., an Israeli Company (Cimatron), Cimatron Technologies, Inc., a Michigan corporation and a direct wholly-owned subsidiary of Cimatron Ltd. (CTI), Nortamic, LLC, a California limited liability company and a direct wholly-owned subsidiary of CTI (Sub), Gibbs System, Inc., a California Corporation (Company), and the President and sole shareholder of the Company, William F. Gibbs (Gibbs). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1.

Securities Purchase Agreement (December 7th, 2007)

This Securities Purchase Agreement (this Agreement) is dated as of December 6, 2007 between Ecotality, Inc., a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Strategic Hotels & Resorts Inc – Purchase and Sale Agreement Between Buckingham Fountain Hotel Llc Seller and Shc Columbus Drive, Llc Purchaser Dated as Of: July 13, 2005 Property: The Fairmont Chicago Chicago, Illinois (July 19th, 2005)

THIS PURCHASE AND SALE AGREEMENT (this Agreement), made as of the 13th day of July, 2005 by and between BUCKINGHAM FOUNTAIN HOTEL, LLC, a Delaware limited liability company (Seller), and SHC COLUMBUS DRIVE, LLC, a Delaware limited liability company (Purchaser).

AGREEMENT AND PLAN OF MERGER Among TIER TECHNOLOGIES, INC. BAKER ACQUISITION CORPORATION, EPOS CORPORATION, THE INDIVIDUALS NAMED HEREIN and MICHAEL A. LAWLER, as Shareholder Representative Effective as of June 1, 2004 (August 16th, 2004)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of the 28th day of May, 2004 (the Execution Date), among Tier Technologies, Inc., a California corporation (Parent), Baker Acquisition Corporation, an Alabama corporation and a wholly owned subsidiary of Parent (Purchaser), EPOS Corporation, an Alabama corporation (the Company), each of the Stockholders (as defined below) and Michael A Lawler, as Shareholder Representative.