Farella Braun + Martel Sample Contracts
Exhibit 2.1 ASSET PURCHASE AGREEMENT AGREEMENT, dated this 4th day of February, 2004, by and between Coffee Holding Co., Inc., a Nevada corporation ("Buyer") and Premier Roasters LLC, a Delaware limited liability company ("Seller"). RECITALS: This...Asset Purchase Agreement • February 20th, 2004 • Coffee Holding Co Inc • Beverages • New York
Standard Contracts
RECITALSStockholder Agreement • January 21st, 2003 • Onset Venture Services Corp • Services-computer programming services • Delaware
RECITALSRegistration Rights Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2009 • Ecotality, Inc. • Motors & generators • New York
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”).
8,500,000 Shares ECOtality, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2011 • Ecotality, Inc. • Motors & generators • California
Subject to the terms and conditions stated herein, ECOtality, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,500,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 1,275,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (the “Representative”) shall act as the representative of the several Underwriters.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
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”).
RECITALSConvertible Note Purchase Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2022 • TILT Holdings Inc. • Arizona
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this August 16, 2019 (the “Effective Date”), by and between TILT Holdings, Inc. (the “Company”), and Mark Scatterday (the “Executive”).
OFOffer to Purchase • June 11th, 2002 • Tier Technologies Inc • Services-computer integrated systems design
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 8th, 2016 • Apollo Education Group Inc • Services-educational services • Arizona
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).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 4th, 2009 • Ecotality, Inc. • Motors & generators • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2013 • Ecotality, Inc. • Motors & generators • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June ___, 2013, by and among ECOtality, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each, an “Investor” and collectively, the “Investors”).
RECITALS:Stockholders Agreement • June 10th, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware
RECITALSInvestor Rights Agreement • January 17th, 2003 • Bluebook International Holding Co • Services-computer programming, data processing, etc. • California
EXHIBIT 4.1Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software • New York
EXHIBIT 1Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software • New York
STOCK PURCHASE AGREEMENT July 25, 2011 Trinity Life Insurance Company The Doctors Life Insurance Company The Doctors Company, An Interinsurance ExchangeStock Purchase Agreement • July 27th, 2011 • First Trinity Financial CORP • Life insurance
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of July __, 2011 (the “Effective Date”), by and among Trinity Life Insurance Company, an Oklahoma corporation (“Buyer”), The Doctors Life Insurance Company, a life insurance company organized under the laws of the State of California (the “Company”) and The Doctors Company, An Interinsurance Exchange, a California corporation (“Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2009 • Ecotality, Inc. • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 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”).
RECITALS:Stockholders Agreement • May 31st, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware
CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT Between Robert L. Hanson and American Eagle Outfitters, Inc.Chief Executive Officer Employment Agreement • May 5th, 2020 • Pennsylvania
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:
DEVELOPMENT AGREEMENTDevelopment Agreement • May 27th, 2016 • California
LEASE AGREEMENT between CAMPUS 237 OWNER LLC, as “Landlord” and CORSAIR GAMING, INC., as “Tenant”Lease Agreement • March 1st, 2022 • Corsair Gaming, Inc. • Computer peripheral equipment, nec
Base Rent: *Base Rent for the first twelve (12) full calendar months of the Term is subject to abatement pursuant to Section 3.1 of the Lease.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2017 • Cyanotech Corp • Medicinal chemicals & botanical products • Nevada
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”).
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 LenderLoan and Security Agreement • August 3rd, 2011 • Daegis Inc. • Services-prepackaged software • California
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”).
RECITALSSeries C Convertible Redeemable Preferred Stock Purchase Agreement • January 17th, 2003 • Bluebook International Holding Co • Services-computer programming, data processing, etc. • California
RECITALS:Stockholders Agreement • June 10th, 2002 • Tier Technologies Inc • Services-computer integrated systems design • Delaware
ContractPromissory Note • April 16th, 2021 • Cyanotech Corp • Medicinal chemicals & botanical products • California
THIS NOTE IS SUBJECT TO THE TERMS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF APRIL 12, 2021, AMONG FIRST FOUNDATION BANK (THE “SENIOR CREDITOR”) AND SKYWORDS FAMILY FOUNDATION INC. AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME (THE “SUBORDINATION AGREEMENT”), TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE SUBORDINATION AGREEMENT. NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY CONTAINED IN THIS NOTE, NO PAYMENT OR PREPAYMENT OF ANY NATURE ON ACCOUNT OF THE OBLIGATIONS HEREUNDER, WHETHER OF PRINCIPAL, INTEREST OR PREMIUM, SHALL BE MADE, PAID, RECEIVED OR ACCEPTED, AND NO REMEDIES SHALL BE PURSUED BY LENDER, EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH SUBORDINATION AGREEMENT.
CREDIT AGREEMENT dated as of April 15, 2011 among AMERICAN MEDICAL SYSTEMS, INC. AMERICAN MEDICAL SYSTEMS HOLDINGS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent PNC BANK, NATIONAL ASSOCIATION as Syndication Agent and...Credit Agreement • April 18th, 2011 • American Medical Systems Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT (this “Agreement”) dated as of April 15, 2011 among AMERICAN MEDICAL SYSTEMS, INC., AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CIMATRON LTD. AND MR. WILLIAM F. GIBBSRegistration Rights Agreement • June 30th, 2008 • Cimatron LTD • Services-computer integrated systems design • New York
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”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 11th, 2017 • Strategic Realty Trust, Inc. • Real estate investment trusts • California
GRANTOR:SUNSET TRIANGLE INVESTORS, LLC,a California limited liability company By: 9 Mile Investments, LLC, a California limited liability company, Its Manager By: Jake MathewsSole Member
SETTLEMENT AGREEMENTSettlement Agreement • October 19th, 2020 • California
AGREEMENT FOR PURCHASE AND SALE OF PLEASANTON PLAZA, PLEASANTON, CALIFORNIA August 10, 2020 between EQUITY ONE (WEST COAST PORTFOLIO) LLC and 10x GENOMICS, INC.Purchase and Sale Agreement • August 12th, 2020 • 10x Genomics, Inc. • Laboratory analytical instruments • California
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • May 4th, 2017 • California
The Chemical Toxin Working Group, Inc. (“CTWG”) and Acme Food Sales, Inc. (“Acme”) enter into this Settlement Agreement (this “Agreement”). This Agreement is effective on the date on which it is fully executed (“Effective Date”). CTWG and Acme are referred to individually as a “Party” and collectively as the “Parties.” The Parties agree as follows:
Shares ECOtality, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2011 • Ecotality, Inc. • Motors & generators • California
Subject to the terms and conditions stated herein, ECOtality, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [__________] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The stockholders of the Company listed on Schedule II hereto (the “Selling Stockholders” and each a “Selling Stockholder”) have granted the Underwriters the option to purchase an aggregate of up to [___________] additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (the “Representative”) shall act as the representative of the several Underwriters.
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, 2010Purchase Agreement • March 8th, 2011 • Molina Healthcare Inc • Hospital & medical service plans • California
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”).