Acknowledgement Contract Clauses (1,319)

Acknowledgement. You accept this Agreement subject to the terms and provisions of this Agreement. You agree to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company regarding any questions arising under this Agreement. This Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. This offer is submitted to you with the understanding that you will tender your resignation as a member of t...he Board in the event that you are not in compliance with the Company's then applicable policies, codes or charters. Should you accept this offer, you are representing to us that you (i) do not know of any conflict which would restrict your ability to serve on the Board and (ii) will not provide the Company with any documents, records, or other confidential information in violation of the rights of other parties. Sincerely, MANGOCEUTICALS, INC. By: /s/ Jacob Cohen Name: Jacob D. Cohen Title: Chief Executive Officer AGREED AND ACCEPTED: /s/ Lorraine D'Alessio Name: Lorraine D'Alessio EX-10.22 29 ex10-22.htm OFFER LETTER DR. LORRAINE D' ALESSIO Exhibit 10.22 Mangoceuticals, Inc. 15110 Dallas Parkway, Suite 600 Dallas, TX 75248 October 14th, 2022 Lorraine D'Alessio XXXXXXXXXXX XXXXXXXXXXX Re: Director Offer Letter Dear Kenny: Mangoceuticals, Inc., a Texas corporation (the "Company") is pleased to offer you a position as a member of its board of directors (the "Board"), subject to formal approval of the Board of the Company, with an expected effective date of October 15, 2022 (the later of October 15, 2022, and the date the Board formally appoints you to the Board, the "Effective Date"). We believe that your background and experience will be a significant asset to the Company, and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, and the Board formally appoints you to the Board, this letter agreement (this "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services that you agree to provide the Company. View More

Acknowledgement. Employee acknowledges and agrees that he has carefully read this Amendment in its entirety, fully understands and agrees to its terms and provisions and intends and agrees that it be final and legally binding on Employee and the Company.

Acknowledgement. Each Party acknowledges that (a) Latham & Watkins LLP, counsel for ENVI and Sponsor, is only representing ENVI and Sponsor in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and (b) Foley Hoag LLP, counsel for the Company, is only representing the Company in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents and the transactions contemplated hereby and thereb...y. Each Shareholder acknowledges that (i) neither of the foregoing firms is representing HB Strategies or the Other Class B Shareholders in connection with this Agreement, the Merger, the Business Combination Agreement, the Ancillary Documents or the transactions contemplated hereby, thereby or otherwise and (ii) each of HB Strategies and the Other Class B Shareholders acknowledges that he, she or it has had the opportunity to consult with his, her or its own counsel. View More

Acknowledgement. Employee acknowledges that Company is engaged in the highly competitive business of the development, manufacture, distribution, and sale of orthopedic- and musculoskeletal-related medical and surgical devices, products, applications, and services, including, but not limited to, the following product categories: hip, knee, trauma, extremities, craniomaxillofacial, thoracic, dental, spine, bone healing, vascular compression, bone cement, surgical (including MIS solutions), sports medicine, robotic...s, wearable technology, orthopedic diagnostic (including unique diagnostic products developed for or by Company) and/or biologics. Employee serves or will serve in an executive and/or high-level managerial capacity for Company and in that capacity Employee has and/or will have access to and has and/or will gain knowledge of substantial Confidential Information of Company across one or more of the Company's product categories. View More

Acknowledgement. Participant acknowledges that Participant (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions.16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. LENNOX INTERNATIONAL INC.Name ..._________________________Title: ________________________Date: _________________________ ACCEPTED: Signed:________________________ «EE» Date: __________________________SCHEDULE A Performance GoalsPSU Performance Period: January 1, 20__ – December 31, 20__ 1. Overview. The actual number of Common Shares delivered to the Participant in settlement of the PSUs earned under the Long-Term Incentive Award Agreement between the Company and Participant (the "Agreement") will be determined by the Committee in its reasonable discretion following the end of the PSU Performance Period based on actual performance results against the performance goals described below, subject to Section 4 of the Agreement. Any PSUs not earned will be canceled and forfeited. Capitalized terms used in this Statement of Performance Goals that are not specifically defined in this Statement of Performance Goals have the meanings assigned to them in the Agreement. View More

Acknowledgement. The Executive acknowledges that he has had a full and complete opportunity to review the terms, enforceability, and implications of this Agreement; that he has had a full and complete opportunity to present it to competent legal counsel for review; and that the Employer has not made any representations and warranties to the Executive concerning the terms, enforceability, and implications of this Agreement other than as reflected in this Agreement.

Acknowledgement. Employee acknowledges that he: (a) has carefully read this Agreement in its entirety; (b) has been presented with the opportunity to consider it for at least twenty-one (21) days; (c) has been advised that Sichenzia Ross Friedman Ference LLP has acted as counsel to the Company and not to the Employee, and the Employee has been advised to consult and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Agreement; (c) has been advised to consu...lt and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Agreement; (d) fully understands the significance of all of the terms and conditions of this Agreement and has discussed them with his independent legal counsel or has been provided with a reasonable opportunity to do so; (e) has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; (f) is signing this Agreement voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein; and (f) following his execution of this Agreement, he has seven (7) days in which to revoke his release and that, if he chooses not to so revoke, this Agreement shall become effective and enforceable on the eighth (8th) day following his execution of this Agreement (the "Effective Date" (subject to paragraph 12(b) above). To revoke the Release, Employee understands that he must give a written revocation to the Company, within the seven (7) day period following the date of execution of this Agreement. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the State of New York, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. If Employee revokes the Release, this Agreement will not become effective or enforceable and Employee acknowledges and agrees that he will not be entitled to any benefits hereunder, including in Section 2. Employee further acknowledges that upon any violation of his continuing obligations under Section 5 or Sections 6(i), 6(ii), 6(iii) or 6(iv), Employee shall not be entitled to any benefits hereunder, including in Section 2, and Employee shall immediately repay to the Company upon written demand any severance pay or benefits that already have been paid to Employee. View More

Acknowledgement. I understand that the severance pay and benefits provided in paragraph 3 will not be paid or provided unless I accept this Agreement and the Bring Down Agreement, and they become effective (see paragraph 17 and paragraph 24), and I continue to honor all of their terms.

Acknowledgement. The parties acknowledge that except for the amendment expressly set forth in this Amendment, all other terms and conditions of the Agreement shall be unaffected hereby and remain in full force and effect. The parties reaffirm, ratify and confirm their respective obligations, covenants and agreements under the Agreement. HYRECAR INC. Date: ____, 2019 Name: Title: PARTICIPANT: Name: EX-10.2 3 f8k082819ex10-2_hyrecarinc.htm FORM OF AMENDMENT TO 2018 STOCK OPTION AGREEMENT Exhibit 10.2 AMENDMENT No.... 1 TO STOCK OPTION AGREEMENT (Under the HyreCar Inc. 2018 Equity Incentive Plan) This Amendment No. 1 to Stock Option Agreement (this "Amendment") is made with reference to that certain Stock Option Agreement (the "Agreement"), by and between HyreCar Inc., a Delaware corporation (the "Company") and the Participant of the Company's 2018 Equity Incentive Plan (the "Plan") listed below. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement. WHEREAS, the parties desire to amend the Agreement to provide for the potential acceleration of vesting requirements for awards made under the Plan in the event of a Change in Control; and WHEREAS, pursuant to Section 10(g) of the Agreement, the Agreement may only be amended by a written instrument signed by the parties. NOW, THEREFORE, in exchange for good and valuable consideration, the sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. The following is inserted at the end of the Section of the Agreement titled "Vesting Schedule; Accelerated Vesting:" In the event that a Change in Control occurs, then: (a) any unvested or unexercisable portion of any Option carrying a right to exercise shall become fully vested and exercisable; and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Option granted under the Plan shall lapse and such Options shall be deemed fully vested and any performance conditions imposed with respect to such awards shall be deemed to be fully achieved at target performance levels. View More

Acknowledgement. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with this Agreement. [Section 25 and signatures follow on the next page.] Page 13 25. Effective Date of Agreement. This Agreement is and will be effective on and after the first day of my employment by the Company, which is June 1, 2020 (the "Effective Date"). Company: GRAYBUG VISION, INC. Employee: By /s/ Frédéric Guerard /s/ Parisa Zamiri Sig...nature Name: Frédéric Guerard Names: Parisa Zamiri Title: Chief Executive Officer Page 14 Exhibit A LIST OF EXCLUDED INVENTIONS UNDER SECTION 4 Title Date Identifying Number or Brief Description No inventions, improvements, or original works of authorship Additional sheets attached Signature of Employee: Print Name of Employee: /s/ Parisa Zamiri Date: 5/7/2020 Page 15 Exhibit B CALIFORNIA LABOR CODE 2870 NOTICE: California Labor Code Section 2870 provides as follows: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under California Labor Code Section 2870(a), the provision is against the public policy of this state and is unenforceable. Page 16 Exhibit C DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE: 18 U.S. Code Section 1833 provides as follows: Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Page 17 EX-10.8 16 d796801dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 May 7, 2020 Parisa Zamiri Dear Parisa: Graybug Vision, Inc. (the "Company") is pleased to offer you employment on the following terms: 1. Position. Your title will be Chief Medical Officer and you will report to the Company's Chief Executive Officer (the "CEO"). This is a full-time position. This position will require such travel as is necessary to fulfill your duties under this letter agreement. View More