Acknowledgement Contract Clauses (2,881)

Grouped Into 63 Collections of Similar Clauses From Business Contracts

This page contains Acknowledgement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Acknowledgement. The Company and you agree that this Option is granted under and governed by the Notice of Grant, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan prospectus, (ii) represent that you have carefully read and are familiar with the provisions in the grant documents, and (iii) hereby accept this Option subject to all of the terms and conditions set forth in this Agreement and those set forth in the Plan and the... Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this Agreement. View More Arrow
Acknowledgement. The Company and you agree that this Option is the RSUs are granted under and governed by the Notice of Grant, Notice, this RSU Agreement and the provisions of the Plan (incorporated herein by reference). Plan. You: (i) acknowledge receipt of a copy of the Plan prospectus, (ii) represent that you have carefully read and are familiar with the provisions in the grant documents, their provisions, and (iii) hereby accept this Option the RSUs subject to all of the terms and conditions set forth in... this Agreement herein and those set forth in the Plan and the Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this Agreement. Notice. View More Arrow
Acknowledgement. The Company and you agree that this Option is the RSUs are granted under and governed by the Notice of Grant, Notice, this RSU Agreement and the provisions of the Plan (incorporated herein by reference). Plan. You: (i) acknowledge receipt of a copy of the Plan prospectus, (ii) represent that you have carefully read and are familiar with the provisions in the grant documents, and (iii) hereby accept this Option the RSUs subject to all of the terms and conditions set forth in this RSU Agreement... and those set forth in the Plan and the Notice of Grant. Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this RSU Agreement. View More Arrow
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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. The Employee acknowledges and agrees that he the Employee has carefully read this Amendment in its entirety, fully understands and agrees to its terms and provisions provisions, and intends and agrees that it be final and legally binding on the Employee and the Company. Employer.
Acknowledgement. Employee The Executive 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 the Executive and the Company.
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Acknowledgement. The Grantee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company... and will create a legally binding agreement when this Agreement is countersigned by the Grantee. View More Arrow
Acknowledgement. The Grantee Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall will be an original and all of which together shall will constitute one and the same instrument, (ii) this agreement Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall will constitute an original signature for all purposes hereunder hereunder, and (iii) such signature by... the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee. Participant. View More Arrow
Acknowledgement. The Grantee Optionee acknowledges and agrees that (i) (a) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) (b) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) (c) such signature by the Company will be binding... against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee. Optionee. View More Arrow
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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... consult 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 Arrow
Acknowledgement. Employee Thomas acknowledges that he: she: (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 her choosing in connection with this Agreement; (c) 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; (d) fully understands the significance of all of the terms and conditions of this Agreement and has discussed them with his her independent legal counsel or has been provided with a reasonable opportunity to do so; (e) (d) has had answered to his her satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; (f) (e) is signing this Agreement voluntarily and of his her own free will and agrees to abide by all the terms and conditions contained herein; and (f) following his her execution of this Agreement, he she has seven (7) days in which to revoke his her release and that, if he she chooses not to so revoke, this Agreement shall become effective and enforceable on the eighth (8th) day following his her execution of this Agreement (the "Effective Date" (subject to paragraph 12(b) above). Date"). To revoke the Release, Employee Thomas understands that he she must give a written revocation to the Company, within the seven (7) day (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 Thomas revokes the Release, this Agreement will not become effective or enforceable and Employee Thomas acknowledges and agrees that he she 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 Arrow
Acknowledgement. Employee Vesey 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 consult 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) (d) 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) (e) 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). Date"). To revoke the Release, Employee Vesey understands that he must give a written revocation to the Company, within the seven (7) day (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 Vesey revokes the Release, this Agreement will not become effective or enforceable and Employee Vesey 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 Arrow
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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 Arrow
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 EX-10.1 2 f8k082819ex10-1_hyrecarinc.htm FORM OF AMENDMENT TO 2018 2016... STOCK OPTION AGREEMENT Exhibit 10.2 10.1 AMENDMENT No. 1 TO STOCK OPTION AGREEMENT (Under the HyreCar Inc. 2018 2016 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 2016 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) 5.10 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 3.2 of the Agreement titled "Vesting Schedule; Accelerated Vesting:" Schedule:" 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 Options shall be deemed to be fully achieved at target performance levels. View More Arrow
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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 Arrow
Acknowledgement. By accepting this Agreement and the Award evidenced hereby, the Participant agrees and acknowledges that that:a)the Participant (a) has received and read a copy of the Plan, (b) has had an opportunity to review that the terms Plan forms a part of this Agreement, and that if there is a conflict between this Agreement and either the Plan, (c) understands Plan or the provision under which the Plan is administered and governed by the Committee, the Plan and/or the determination of the Committee... will govern, as applicable. This Agreement is qualified in its entirety based on the determinations, interpretations and other decisions made within the sole discretion of the Committee;b)the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSUs, or benefits in lieu of these awards, even if RSUs have been granted in the past;c)the Participant is subject to the Company's Securities Trading Policy; andd)no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs (either in whole or in part) resulting from the Participant's termination of service, other than due to the Participant's death or Disability. RALPH LAUREN CORPORATION By: ______________________________________ 4 This Non-Employee Director Restricted Stock Unit Award Agreement effective as of _____ has been accepted by, and agreed to: __________________________________ 5 EX-10.39 2 rl-20220402x10kex1039.htm EX-10.39 DocumentEXHIBIT 10.39RALPH LAUREN CORPORATIONFORM OF NON-EMPLOYEE DIRECTORRESTRICTED STOCK UNIT AWARD AGREEMENTTHIS AGREEMENT (the "Agreement"), is made, effective as of the ___ day of _____ (the "Grant Date"), between Ralph Lauren Corporation, a Delaware corporation (hereinafter called the "Company"), and _______ (hereinafter called the "Participant"). R E C I T A L S: WHEREAS, the Company has adopted the Ralph Lauren Corporation 2019 Long-Term Stock Incentive Plan (the "Plan") which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the restricted stock unit award provided for herein (the "Restricted Stock Unit Award" or "RSU Award") to each director of the Company who is not an employee of either the Company or any Affiliate (each, an "Outside Director") as a Participant pursuant to the Plan and the terms set forth herein. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. Grant of the Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan and (d) agrees to such the additional terms and conditions.16. Counterparts. This Agreement may be executed conditions set forth in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and this Agreement, 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 Company hereby grants to the Participant a Restricted Stock Unit Award consisting of ______ Restricted Stock Units (hereinafter called the "RSUs"). The RSUs shall vest and become non-forfeitable 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 accordance with 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. 2 hereof. View More Arrow
Acknowledgement. Participant The Executive agrees and acknowledges that Participant (a) has received a copy in exchange for the timely execution and non-revocation of the Plan, (b) has had an opportunity Release, the Executive is entitled to review only the terms payments and benefits described in Section 4 of this Agreement, and not under any other agreement, plan or program.15. Governing Law. This Release is deemed made and entered into in the State of New York, and in all respects shall be interpreted,... enforced and governed under the internal laws of the State of New York, to the extent not preempted by federal law. |US-DOCS\134926153.5|| IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below. Dated: __________________, 2022 _____________________________ John Foley Dated: __________________, 2022 _____________________________ Peloton Interactive, Inc.Name: Hisao KushiTitle: Chief Legal Officer and Secretary |US-DOCS\134926153.5|| EX-10.1 2 peloton-foundertransitiona.htm EX-10.1 DocumentExhibit 10.1FOUNDER TRANSITION AGREEMENT This Founder Transition Agreement (this "Agreement") is made and entered into by and between John Foley (the "Executive") and the Plan, (c) understands Company (as defined below).1. Separation Date. Effective as of September 12, 2022 (the "Separation Date"), the terms Executive's employment with Peloton Interactive, Inc., a Delaware corporation (the "Company") and conditions all of this Agreement its affiliates terminated, and the Plan Executive ceased serving as the Company's Executive Chairman 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 was deemed to be an original but have resigned from all of which together will constitute one offices 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 directorships held at 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. affiliates. View More Arrow
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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,... robotics, 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 Arrow
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,... robotics, 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 Arrow
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, including but not limited to, the following product categories: to hip, knee, trauma, extremities, craniomaxillofacial, thoracic, dental, dental rehabilitation, spine, microfixation, bone healing, vascular compression, bone cement, surgical... (including MIS solutions), surgical, sports medicine, robotics, wearable technology, orthopedic diagnostic (including unique diagnostic products developed for or by Company) and/or biologics. biologics devices, products, processes and services, and that 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 trade secrets and confidential information of Company across one or more of the Company's product categories. Company. View More Arrow
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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. 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), effective, and I continue to honor all of their terms.
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 it becomes effective (see paragraph 17 and paragraph 24), 17), and I continue to honor all of their its terms.
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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... thereby. 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 Arrow
Acknowledgement. Each Party acknowledges that (a) Latham Kirkland & Watkins Ellis LLP, counsel for ENVI IIAC and Sponsor, is only representing ENVI IIAC 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 Sullivan & Cromwell 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 thereby. Each Shareholder acknowledges that (i) neither thereby, (c) none 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) (d) each of HB Strategies and the Other Class B Shareholders Shareholder acknowledges that he, she or it has had the opportunity to consult with his, its, his or her or its own counsel. View More Arrow
Acknowledgement. Each Party acknowledges The Parties each acknowledge that (a) (x) Latham & Watkins LLP, counsel for ENVI and Sponsor, ENVI, 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, thereby and (b) (y) 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 thereby. Each The Supporting Company Shareholder acknowledges that (i) (x) neither of the foregoing firms is representing HB Strategies or the Other Class B Shareholders Supporting Company Shareholder 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 (y) he, she or it has had the opportunity to consult with his, her or its own counsel. View More Arrow
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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... the 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 Arrow
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... the 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 Dr. Kenny Myers Name: Lorraine D'Alessio EX-10.22 29 ex10-22.htm Dr. Kenny Myers EX-10.18 25 ex10-18.htm OFFER LETTER DR. LORRAINE D' ALESSIO KENNY MYERS Exhibit 10.22 10.18 Mangoceuticals, Inc. 15110 Dallas Parkway, Suite 600 Dallas, TX 75248 October 14th, 2022 Lorraine D'Alessio Dr. Kenny Myers 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 Arrow
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