Acknowledgement Contract Clauses (1,319)

Acknowledgement. Each of the Company, the Adviser and the Administrator acknowledges and agrees that (i) the sale through the Underwriters of any Securities pursuant to this Agreement, including the determination of the price of the Securities and any related compensation, discounts or commissions, is an arm's-length commercial transaction between the Company, the Adviser and the Administrator, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the offering of the Securities and th...e process leading to such transactions each Underwriter will act solely as an agent and not as a fiduciary of the Company, the Adviser or the Administrator, or any of their respective stockholders, members, creditors or employees, or any other party, (iii) no Underwriter will assume an advisory or fiduciary responsibility in favor of the Company, the Adviser or the Administrator with respect to the offering of Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Adviser or the Administrator on other matters) and no Underwriter will have any obligation to the Company, the Adviser or the Administrator with respect to the offering of Securities except the obligations expressly set forth herein, (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the Adviser and the Administrator and (v) no Underwriter has provided and no Underwriter will provide any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company, the Adviser and the Administrator has consulted and will consult its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. 31 As used in this Section 18: "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Remainder of Page Intentionally Left Blank] 32 Very truly yours, PENNANTPARK INVESTMENT CORPORATION By: /s/ Arthur H. Penn Name: Arthur H. Penn Title: Chief Executive Officer PENNANTPARK INVESTMENT ADVISERS, LLC By: /s/ Arthur H. Penn Name: Arthur H. Penn Title: Managing Member PENNANTPARK INVESTMENT ADMINISTRATION, LLC By: /s/ Arthur H. Penn Name: Arthur H. Penn Title: Managing Member Accepted and agreed to as of the date first above written: Representatives Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto By: KEEFE, BRUYETTE & WOODS, INC. By: /s/ Allen G. Laufenberg Name: Allen G. Laufenberg Title: Managing Director By: MORGAN STANLEY & CO. LLC By: /s/ Hector Vazquez Name: Hector Vazquez Title: Vice President SCHEDULE A The Purchase Price for the Securities to be paid by the several Underwriters shall be 97.00% of the aggregate principal amount thereof. Underwriter Principal Amountof Notes to bePurchased Keefe, Bruyette & Woods, Inc. $ 27,120,000 Morgan Stanley & Co. LLC 27,120,000 BB&T Capital Markets, a division of BB&T Securities LLC 6,127,500 Janney Montgomery Scott LLC 6,127,500 Ladenburg Thalmann & Co. Inc. 6,127,500 Maxim Group LLC 2,377,500 Total $ 75,000,000 SCHEDULE B 1. The aggregate principal amount of the Notes is $75,000,000. View More

Acknowledgement. Sublessee acknowledges that: (a) It has been given an opportunity to Inspect and measure the Premises, (b) It has been advised by Sublessor and/or Brokers to satisfy Itself with respect to the condition of the Premises (Including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Sublessee's Intended use, (c) Sublessee has made such Inv...estigation as It deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Its occupancy of the Premises, (d) It Is not relying on any representation as to the size of the Premises made by Brokers or Sublessor,(e) the square footage of the Premises was not material to Sublessee's decision to sublease the Premises and pay the Rent stated herein, and (f ) neither Sublessor, Sublessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth In this Sublease. In addition, Sublessor acknowledges that: (I) Brokers have made no representations, promises or warranties concerning Sublessee's ability to honor the Sublease or suitability to occupy the Premises, and (II) It Is Sublessor's sole responsibility to Investigate the financial capability and/or suitability of all proposed tenants. View More

Acknowledgement. By accepting the RSUs, the Holder hereby: (a)acknowledges that he/she has received a copy of the Plan and a copy of the Company's most recent Annual Report and other communications routinely distributed to the Company's shareholders; (b)accepts this Agreement and the RSUs granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement; (c)represents and warrants to the Company that he/she is acquiring the RSUs for his/her own account, for investment, and not with... a view to or any present intention of selling or distributing the RSUs either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (d)agrees that no transfer of the RSUs will be made unless the RSUs have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the proposed transfer is exempt from such registration. -6- EX-10.7 7 sitc-ex107_106.htm EX-10.7 sitc-ex107_106.htm EXHIBIT 10.7 FORM AGREEMENT SITE CENTERS CORP. RESTRICTED SHARE UNITS AWARD MEMORANDUM 1. Holder: __________ (the "Holder") 2. Plan: SITE Centers Corp. 2019 Equity and Incentive Compensation Plan (the "Plan") 3. Date of Grant: __________, 20__ (the "Date of Grant") 4. Number of Restricted Share Units: __________ 5. Purchase Price: $_____ 6. Vesting Schedule: If you are then and have been continuously employed by the Company (subject to the terms of this Restricted Share Units Award Memorandum (the "Award Memorandum"), the attached Restricted Share Units Terms (the "Agreement") and the Plan), the Restricted Share Units subject hereto (the "RSUs") shall vest as follows: Vesting Date No. of RSUs Vesting Additional provisions regarding the vesting of the RSUs, and other terms and conditions of the RSUs, are specified in the Agreement. Capitalized terms not defined in this Award Memorandum shall have the meaning as defined in the Agreement, or if not defined therein, in the Plan. ACCEPTANCE OF AWARD I accept the RSUs granted to me on the Date of Grant as specified in this Award Memorandum, and I agree to be bound by the terms and conditions of the Award Memorandum, the Agreement and the Plan. SITE CENTERS CORP., an Ohio corporation HOLDER By: Name: Name: Title: RESTRICTED SHARE UNITS TERMS SITE Centers Corp., an Ohio corporation (the "Company"), has granted to the Holder named in the Award Memorandum the number of RSUs set forth in the Award Memorandum effective as of Date of Grant specified in the Award Memorandum. Each RSU shall represent the right of the Holder to receive one Common Share subject to and upon these terms and conditions (the "Agreement"). The RSUs have been granted pursuant to the Plan and are subject to all provisions of the Plan and the Award Memorandum, which are hereby incorporated herein by reference, and to the following provisions of this Agreement (capitalized terms not defined in this Agreement shall have the meaning as defined in the Award Memorandum, or if not defined therein, in the Plan): 1.Vesting. Except as otherwise provided in Section 4, the RSUs will vest in accordance with the vesting schedule set forth in the Award Memorandum. 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. The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, BAT GROUP, INC. By: /s/ Jiaxi Gao Name: Jiaxi Gao Title: Chief Executive Officer AGREED AND ACCEPTED...: /s/ Renmei Ouyang Renmei Ouyan 3 EX-10.1 2 f8k101719ex10-1_batgroup.htm OUYANG'S OFFER LETTER, DATED OCTOBER 17, 2019 BY AND BETWEEN THE COMPANY AND RENMEI OUYANG Exhibit 10.1 BAT GROUP, INC. Room 104, No. 33 Section D, No. 6 Middle Xierqi Road, Haidian District, Beijing, China 100085 +86(010)59441080 October 17, 2019 BEIJING___ BEIJING__CHINA____ Re: Director Offer Letter Dear Ms. Renmei Ouyang Bat Group, Inc., a Delaware corporation (the "Company"), is pleased to offer you a position as a 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. Each Obligor hereby acknowledges, ratifies, reaffirms, and agrees that the Credit Agreement and the other Loan Documents, as applicable, are enforceable against each Obligor in accordance with their terms and applicable law, and the security interests granted to Lender thereunder in the Collateral are and will remain enforceable perfected first priority security interests which secure the payment and performance by Borrower of the Obligations and Guarantor's guarantee of Borrower's payment and p...erformance of the Obligations. View More

Acknowledgement. The Company acknowledges and agrees that the recitals herein above are true and correct, that the indebtedness evidenced by the Note were immediately due and owing to the Noteholder as a result of an Event of Default (as defined in the Note, pursuant to Note Section 3.17) prior to the Maturity Date without offset, defense or counterclaim, and that the Note and the other Transaction Documents, are valid, binding and fully enforceable according to their terms. The Company further acknowledges that... all necessary action to authorize the execution and delivery of this Agreement has been taken and that this Agreement is a forbearance relating to an existing obligation and is not a novation. The Company represents that it is unaware of any other defaults or non-compliance under the Transaction Documents other than the Asset Purchase Non-Compliance. View More

Acknowledgement. Company hereby acknowledges and agrees that Investor has at all times fully and completely complied with all of its obligations under the Agreements, the Certificate and all other Transaction Documents between Company and Investor, and that all 2 Delivery Notices and calculations provided by Investor to Company were and are fully correct and accurate in all respects. Company hereby absolutely, unconditionally and irrevocably waives and releases any right or ability to challenge or contest any ca...lculation previously delivered to Company or any provision of any Transaction Document. 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 the Restricted Stock Units, and that any prior agreements, commitments, or negotiations concerning the Restricted ...Stock Units are replaced and superseded. View More

Acknowledgement. You accept this Agreement is 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 the Company regarding any questions arising under this Agreement. [Remainder of Page Intentionally Left Blank; Signature page follows] 4 This Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

Acknowledgement. Employee acknowledges that he has had the benefit of independent professional counsel with respect to this Agreement and that the Employee is not relying upon the Company, the Company's attorneys or any person on behalf of or retained by the Company for any advice or counsel with respect to this Agreement.