Grouped Into 62 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. Employee acknowledges that he has read and understands the provisions of this Agreement, that Employee has been given an opportunity for his legal counsel to review this Agreement, that Employee's legal counsel has reviewed and advised Employee regarding this Agreement (including, but not limited to, its choice of law, venue, and forum provisions), that the provisions of this Agreement are reasonable, that Employee enters into this Agreement voluntarily without duress or pressure from the Compan...y and with full knowledge and understanding of the contents, nature, and effect of this Agreement, and that Employee has received a copy of this Agreement.View More
Acknowledgement. Employee acknowledges that he has read and understands the provisions of this Agreement, that Employee has been given an opportunity for his legal counsel to review this Agreement, that Employee's legal counsel has reviewed and advised Employee regarding this Agreement (including, but not limited to, its choice of law, venue, and forum provisions), that the provisions of this Agreement are reasonable, that Employee enters into this Agreement voluntarily without duress or pressure from the Compan...y and with full knowledge and understanding of the contents, nature, and effect of this Agreement, and that Employee has received a copy of this Agreement. View More
Acknowledgement. Executive hereby acknowledges that: (a) The Company hereby advises Executive to consult with an attorney before signing this Agreement and the Second Release; (b) Executive has obtained independent legal advice from an attorney of Executive's own choice with respect to this Agreement or Executive has knowingly and voluntarily chosen not to do so; (c) Executive freely, voluntarily and knowingly entered into this Agreement after due consideration; (d) Executive has 21 days to review and consider t...his Agreement; (e) If Executive knowingly and voluntarily chooses to do so, Executive may accept the terms of this Agreement on or before the consideration period provided for in Section 20(d) above has expired, and Executive may accept the terms of the Second Release on, but not before the Termination Date; (f) Executive is signing this Agreement on or after January 15, 2019; (g) Executive has a right to revoke this Agreement by notifying the General Counsel, c/o the Company in writing within seven days of Executive's execution of this 10 Agreement. Unless revoked, this Agreement will become effective on the eighth day following its execution (the "Effective Date"); (h) Changes to the Company's offer contained in this Agreement that are immaterial will not restart the consideration period; (i) In exchange for Executive's waivers, releases and commitments set forth herein and in the Second Release, including Executive's waiver and release of all claims arising under the ADEA, the payments, benefits and other considerations that Executive is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Executive would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; (j) No promise or inducement has been offered to Executive, except as expressly set forth herein, and Executive is not relying upon any such promise or inducement in entering into this Agreement and/or the Second Release; and (k) EXECUTIVE REPRESENTS THAT EXECUTIVE HAS READ THE TERMS OF THIS AGREEMENT, THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EXECUTIVE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN.View More
Acknowledgement. (a) Executive hereby acknowledges that: (a) The Company hereby advises and agrees that Executive has been advised to consult with an attorney before of Executive's choosing prior to signing this Agreement and the Second Release; Agreement. (b) Executive understands and agrees that Executive has obtained independent legal advice from the right and has been given the opportunity to review this Agreement with an attorney of Executive's own choice with respect should Executive so desire. (c) Executi...ve further acknowledges and agrees that Executive has had at least twenty-one (21) calendar days to consider this Agreement, although Executive may sign it sooner if Executive wishes. In addition, once Executive has signed this Agreement, Executive shall have seven (7) additional days from the date of execution to revoke Executive's consent and may do so only by writing to: Armstrong World Industries, Inc., P.O. Box 3001, Lancaster, Pennsylvania 17604, Attention: General Counsel. This Agreement shall not be effective until the eighth (8th) day after Executive shall have executed this Agreement and returned it to the Company, assuming that Executive had not revoked Executive's consent to this Agreement or Executive has knowingly and voluntarily chosen not prior to do so; (c) Executive freely, voluntarily and knowingly entered into this Agreement after such date. 7 (d) No payments shall be due consideration; (d) Executive has 21 days to review and consider this Agreement; (e) If Executive knowingly and voluntarily chooses to do so, Executive may accept the terms under Section 2(b) of this Agreement on or before unless this Agreement has become effective, and no such amounts shall be paid until the consideration period provided for in Section 20(d) above has expired, and Executive may accept the terms of the Second Release on, but not before the Termination Date; (f) times set forth herein. (e) Executive is signing this Agreement on or after January 15, 2019; (g) Executive's Termination Date. (f) This Agreement is executed by Executive voluntarily and is not based upon any representations or statements of any kind made by the Company or any of the other Releasees as to the merits, legal liabilities or value of Executive's claims. Executive further acknowledges that Executive has had a right full and reasonable opportunity to revoke consider this Agreement by notifying the General Counsel, c/o the Company and that Executive has not been pressured or in writing within seven days of Executive's execution of any way coerced into executing this 10 Agreement. Unless revoked, this Agreement will become effective on the eighth day following its execution (the "Effective Date"); (h) Changes to the Company's offer contained in this Agreement that are immaterial will not restart the consideration period; (i) (g) In exchange for Executive's waivers, releases and commitments set forth herein and in the Second Release, herein, including Executive's waiver and release of all claims arising under the ADEA, the payments, benefits and other considerations that Executive is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Executive would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; (j) No promise or inducement has been offered to Executive, except as expressly set forth herein, and Executive is not relying upon any such promise or inducement in entering into this Agreement and/or the Second Release; and (k) herein. EXECUTIVE REPRESENTS THAT EXECUTIVE HAS READ THE TERMS OF THIS AGREEMENT, THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EXECUTIVE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN. EXECUTIVE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EXECUTIVE'S OWN FREE ACT. View More
Acknowledgement. The Parties agree that: (a) Each has consulted with and has been represented by counsel in connection with the negotiation and execution of this Agreement; (b) Employee has been advised that Laxague Law, Inc. has acted as counsel to the Company and not to Employee, and 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) Each fully understands the significance of all of the terms and co...nditions of this Agreement and has discussed them with each of their respective independent legal counsel or has been provided with a reasonable opportunity to do so; (d) Each has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; (e) Employee is signing this Agreement knowingly, voluntarily and in full settlement of all claims which existed in the past or which currently exist that arise out of his employment with the Company or the termination of his employment prior to the Termination Date; and (f) Each agrees to abide by all the terms and conditions contained herein.View More
Acknowledgement. The Parties agree that: (a) Each has consulted with and has been represented by counsel in connection with the negotiation and execution of this Agreement; (b) Employee has been advised that Laxague Law, Inc. Sichenzia Ross Ference Kesner LLP has acted as counsel to the Company and not to Employee, and 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; 2 (c) Each fully understands the sig...nificance of all of the terms and conditions of this Agreement and has discussed them with each of their respective independent legal counsel or has been provided with a reasonable opportunity to do so; (d) Each has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; (e) Employee is signing this Agreement knowingly, voluntarily and in full settlement of all claims which existed in the past or which currently exist that arise out of his employment with the Company or the termination of his employment prior to the Termination Date; Employment; and (f) Each agrees to abide by all the terms and conditions contained herein. View More
Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement. 3 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, TMSR HOLDING COMPANY LIMITED By: /s/ Zheyi Wang Name: Zheyi Wang Title: Co-Chairman of the Board A...GREED AND ACCEPTED: /s/ Min Zhu Min Zhu 4 Schedule A The Director is offered to serve on the following Board committee(s): Committee Title Audit Committee Member Nominating and Governance Committee Chairman Compensation Committee Member 5 EX-10.1 2 f8k032219ex10-1_tmsrholding.htm DIRECTOR OFFER LETTER BETWEEN THE COMPANY AND MIN ZHU, DATED MARCH 22, 2019 Exhibit 10.1 TMSR Holding Company Limited A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000 +86-022-5982-4800 March 22, 2019 Min Zhu Re: Director Offer Letter Dear Mr. Zhu, TMSR Holding Company Limited., a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe 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, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.View More
Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement. 3 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, TMSR HOLDING COMPANY LIMITED By: /s/ Zheyi Wang Name: Zheyi Wang Title: Co-Chairman of the Board A...GREED AND ACCEPTED: /s/ Min Zhu Min Zhu Mingze Yin Mingze Yin 4 Schedule A The Director is offered to serve on the following Board committee(s): Committee Title Audit Committee Member Nominating and Governance Committee Chairman Member Compensation Committee Member 5 EX-10.1 2 f8k032219ex10-1_tmsrholding.htm EX-10.2 3 f8k032219ex10-2_tmsrholding.htm DIRECTOR OFFER LETTER BETWEEN THE COMPANY AND MIN ZHU, MINGZE YIN, DATED MARCH 22, 2019 Exhibit 10.1 10.2 TMSR Holding Company Limited A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000 +86-022-5982-4800 March 22, 2019 Min Zhu Mingze Yin Re: Director Offer Letter Dear Mr. Zhu, Yin, TMSR Holding Company Limited., a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe 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, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. View More
Acknowledgement. Mr. Garcia acknowledges that from and after the Contribution Date, the Company will be the owner of all right, title and interest in and to the Contributed Shares. In furtherance of the foregoing, from and after the Contribution Date, Mr. Garcia shall not at any time do or suffer to be done any act or thing which may adversely affect any rights of the Company in and to the Contributed Shares.
Acknowledgement. Mr. Garcia acknowledges that from and after the any Quarterly Contribution Date, the Company will be the owner of all right, title and interest in and to the Quarterly Contributed Shares. In furtherance of the foregoing, from and after the any Quarterly Contribution Date, Mr. Garcia shall not at any time do or suffer to be done any act or thing which may adversely affect any rights of the Company in and to the Quarterly Contributed Shares.
Acknowledgement. By accepting this Agreement, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement, the Plan, the Plan's prospectus and all accompanying documentation; and (ii) you understand and agree that this Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award, and that any prior agreements, commitments, or negotiations concerning the Award are replaced and supe...rseded. 9 US.121149404.03 27. Award Acceptance. To retain this Award, you must accept it by signing the Agreement below and, by signing this Agreement, you will be deemed to consent to the application of the terms and conditions set forth in this Agreement and the Plan. Return the signed Agreement to [•]. I Accept: Print Name EID Signature Date 10 US.121149404.03 EX-10.22 8 rezi-ex1022_286.htm EX-10.22 rezi-ex1022_286.htm Exhibit 10.22 AMENDED AND RESTATED 2018 STOCK INCENTIVE PLANOF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATES FORM OF PERFORMANCE STOCK UNIT AGREEMENT PERFORMANCE STOCK UNIT AGREEMENT (this "Agreement") as of the [DAY] day of [MONTH, YEAR] (the "Award Date") between Resideo Technologies, Inc. (the "Company") and [EMPLOYEE NAME] (the "Participant").View More
Acknowledgement. By accepting this Agreement, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement, the Plan, the Plan's prospectus and all accompanying documentation; and (ii) you understand and agree that this Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award, and that any prior agreements, commitments, or negotiations concerning the Award are replaced and supe...rseded. 9 US.121149404.03 27. 8 US.121147516.02 25. Award Acceptance. To retain this Award, you must accept it by signing the Agreement below and, by signing this Agreement, you will be deemed to consent to the application of the terms and conditions set forth in this Agreement and the Plan. Return the signed Agreement to [•]. I Accept: Print Name EID Signature Date 10 US.121149404.03 EX-10.22 8 rezi-ex1022_286.htm EX-10.22 rezi-ex1022_286.htm 9 US.121147516.02 EX-10.23 9 rezi-ex1023_290.htm EX-10.23 rezi-ex1023_290.htm Exhibit 10.22 10.23 AMENDED AND RESTATED 2018 STOCK INCENTIVE PLANOF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATES FORM OF PERFORMANCE STOCK UNIT AGREEMENT PERFORMANCE STOCK UNIT AGREEMENT (this "Agreement") as of the [DAY] day of [MONTH, YEAR] (the "Award Date") between Resideo Technologies, Inc. (the "Company") and [EMPLOYEE NAME] (the "Participant"). View More
Acknowledgement. (a) Optionee acknowledges receipt of a copy of the Plan and represents that he, she or it is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all de...cisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. (b) Notwithstanding the Board's good faith determination of the Fair Market Value of the Common Stock of the Company, the taxing authorities may assert that the fair market value of the Shares on the date of award was greater than the Exercise Price. (c) Optionee acknowledges that under Section 409A of the Code, if the Exercise Price of this Option is less than the fair market value of the Common Stock of the Company on the date of this award, this Option may be treated as a form of deferred compensation and Optionee may be subject to an additional 20% tax, plus interest and possible penalties. Optionee is encouraged to consult a tax advisor regarding the potential impact of Section 409A of the Code. (d) Optionee acknowledges that the Administrator, in the exercise of its sole discretion and without Optionee's consent, may amend or modify this Option in any manner and delay the payment of any amounts payable pursuant to this Option to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Department of Treasury regulations or guidance as the Company deems appropriate or advisable.View More
Acknowledgement. (a) Optionee acknowledges receipt of a copy of the Plan and represents that he, she or it is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all de...cisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. (b) Notwithstanding the Board's good faith determination of the Fair Market Value of the Common Stock of the Company, the taxing authorities may assert that the fair market value of the Shares on the date of award was greater than the Exercise Price. (c) Optionee acknowledges that under Section 409A of the Code, if the Exercise Price of this Option is less than the fair market value of the Common Stock of the Company on the date of this award, Option, this Option may be treated as a form of deferred compensation and Optionee may be subject to an additional 20% tax, plus interest and possible penalties. Optionee is encouraged to consult a tax advisor regarding the potential impact of Section 409A of the Code. 4 (d) Optionee acknowledges that the Administrator, in the exercise of its sole discretion and without Optionee's consent, may amend or modify this Option in any manner and delay the payment of any amounts payable pursuant to this Option to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Department of Treasury regulations or guidance as the Company deems appropriate or advisable. OPTIONEE: THE COMPANY: MILLENDO THERAPEUTICS, INC. By: Julia C. Owens President and Chief Executive Officer Date: Resident Address: Date: 5 EXHIBIT A 2012 STOCK PLAN EXERCISE NOTICE MILLENDO THERAPEUTICS, INC. [Address] Attention: Secretary 1. EXERCISE OF OPTION. Effective as of today, ___________, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase ___________ shares of Common Stock (the "Shares") of MILLENDO THERAPEUTICS, INC., a Delaware corporation (the "Company") under and pursuant to the 2012 Stock Plan, as amended (the "Plan") and the Stock Option Agreement dated _______ (the "Option Agreement"). View More
Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement. 2 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, TMSR HOLDING COMPANY LIMITED By: /s/ Jiazhen Li Name: Jiazhen Li Title: Chief Executive Officer AG...REED AND ACCEPTED: /s/ Xueyuan Han Xueyuan Han 3 Schedule A The Director is offered to serve on the following Board committee(s): Committee Title Audit Committee Member Nominating and Governance Committee Chairman Compensation Committee Member 4 EX-10.2 3 f8k040419ex10-2_tmsrholding.htm DIRECTOR OFFER LETTER TO XUEYUAN HAN, DATED APRIL 5, 2019 Exhibit 10.2 TMSR Holding Company Limited A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000 +86-022-5982-4800 April 5, 2019 Xueyuan Han Re:Director Offer Letter Dear Mr. Han, TMSR Holding Company Limited., a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe 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, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.View More
Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement. 2 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, TMSR HOLDING COMPANY LIMITED By: /s/ Jiazhen Li Name: Jiazhen Li Title: Chief Executive Officer AG...REED AND ACCEPTED: /s/ Xueyuan Han Xueyuan Han Manli Long Manli Long 3 Schedule A The Director is offered to serve on the following Board committee(s): Committee Title Audit Committee Member Nominating and Governance Committee Chairman Member Compensation Committee Member 4 EX-10.2 3 f8k040419ex10-2_tmsrholding.htm EX-10.3 4 f8k040419ex10-3_tmsrholding.htm DIRECTOR OFFER LETTER TO XUEYUAN HAN, MANLI LONG, DATED APRIL 5, 2019 Exhibit 10.2 10.3 TMSR Holding Company Limited A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000 +86-022-5982-4800 April 5, 2019 Xueyuan Han Manli Long Re:Director Offer Letter Dear Mr. Han, Ms. Long, TMSR Holding Company Limited., a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe 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, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. View More
Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement. 2 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, TMSR HOLDING COMPANY LIMITED By: /s/ Mingze Yin Name: Mingze Yin Title: Director AGREED AND ACCEPT...ED: /s/ Yuguo Zhang Yuguo Zhang 3 EX-10.3 4 f8k042419ex10-3_tmsrhold.htm OFFER LETTER OF MR. YUGUO ZHANG FROM TMSR HOLDING COMPANY LIMITED, DATED APRIL 25, 2019 Exhibit 10.3 TMSR Holding Company Limited A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000 +86-022-5982-4800 April 24, 2019 Yuguo Zhang Re: Director Offer Letter Dear Mr. Zhang, TMSR Holding Company Limited., a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe 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, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.View More
Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement. 2 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, TMSR HOLDING COMPANY LIMITED By: /s/ Mingze Yin Name: Mingze Yin Title: Director AGREED AND ACCEPT...ED: /s/ Yuguo Zhang Yuguo Zhang Qihao Wang Qihao Wang 3 EX-10.3 4 f8k042419ex10-3_tmsrhold.htm EX-10.5 6 f8k042419ex10-5_tmsrhold.htm OFFER LETTER OF MR. YUGUO ZHANG QIHAI WANG FROM TMSR HOLDING COMPANY LIMITED, DATED APRIL 25, 24, 2019 Exhibit 10.3 10.5 TMSR Holding Company Limited A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000 +86-022-5982-4800 April 24, 2019 Yuguo Zhang Qihai Wang Re: Director Offer Letter Dear Mr. Zhang, Wang, TMSR Holding Company Limited., a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe 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, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. View More
Acknowledgement. The Company expressly acknowledges, confirms and agrees that it has entered into this Agreement and has assumed the obligations imposed on the Company hereby to induce the Indemnitee to serve or continue to serve as a director or officer of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving and continuing to serve in such capacity. In addition, both the Company and the Indemnitee acknowledge that in certain instances, federal law or applicable... public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's rights under public policy to indemnify the Indemnitee.View More
Acknowledgement. (a) Corporation Acknowledgement. The Company Corporation expressly acknowledges, confirms and agrees that it has entered into this Agreement and has assumed the obligations imposed on the Company Corporation hereby in order to induce the Indemnitee to serve or to continue to serve as a director or officer of the Company, Corporation, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving and agreeing to serve or in continuing to serve in such capacity. In addi...tion, both as a director or officer of the Company Corporation. 8 (b) Mutual Acknowledgment. Both the Corporation and the Indemnitee acknowledge that in certain instances, federal Federal law or applicable public policy may override applicable state law and prohibit the Company Corporation from indemnifying its directors, officers, employees, agents or fiduciaries directors and officers under this Agreement or otherwise. The For example, the Corporation and Indemnitee acknowledge that the Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future to undertake with the Securities and Exchange Commission SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's rights Corporation's right under public policy to indemnify the Indemnitee. View More
