Amendment Contract Clauses (38,020)

Amendment. This Note may not be amended, modified, or changed, except only by an instrument in writing writing, signed by both of the parties.

Amendment. This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties. Company and the Holder.

Amendment. (a) Section 9.3(c) Subpart (c) of the Business Combination Agreement is hereby deleted in its entirety. 1 (b) Exhibit G-1 fourth paragraph of the Recitals of the Business Combination Agreement is hereby amended to read in its entirety as follows: 1 "(c) SPAC will merge with and into Merger Sub 1 (the "Initial Merger"), with Merger Sub 1 being the surviving entity," (b) Section 1.1 of the Business Combination Agreement is hereby amended and supplemented by adding the following definitions:... "‘Meritz Investment' means the investment to be made by Meritz Securities Co., Ltd. in the form Company pursuant to the Meritz Subscription Agreement. ‘Meritz Subscription Agreement' means the Share Subscription Agreement, dated as of October 16, 2022, by and among the Company, PubCo and Meritz Securities Co., Ltd., relating to the subscription of certain securities of the Plan Company by Meritz Securities Co., Ltd. for an aggregate subscription price of Initial Merger attached hereto US$50 million, as Exhibit A. may be amended, restated, modified or varied from time to time in accordance with the terms therein." (c) The following definitions in Section 1.1 of the Business Combination Agreement are hereby amended to read in their entirety as follows: "‘Price per Company Share' means US$2.6926188." "‘Private Placement' means the PIPE Investment, the Forward Purchase Subscriptions and the Meritz Investment, collectively." (d) The second sub-paragraph of Section 2.7(g) of the Business Combination Agreement is hereby amended to read in its entirety as follows: "‘Business Combination Agreement' means the Business Combination Agreement, dated as of March 23, 2022, by and among PubCo and certain other parties thereto, as may be amended, supplemented, modified and varied in accordance with the terms therein from time to time." (e) References to "the Company" in the last sentence of Section 6.9 of the Business Combination Agreement are hereby amended and replaced by "the Company (as such term is defined in the Placement Agent Engagement Letter)" and shall be deemed to refer to SPAC. (f) Section 9.3(c)(ii) of the Business Combination Agreement is hereby amended to read in its entirety as follows: "(ii) the aggregate amount of gross proceeds (before any later payment on any subsequent liquidity date, or any fees, expenses, prepayments, withholding, discount, hold-back or any other deduction) of the Private Placement actually received or, by mutual agreement between the Company and SPAC, deemed to have been received by PubCo, SPAC or the Company prior to or substantially concurrently with the Closing (whether or not such proceeds are subject to restriction on use), plus" Section 2. No Other Amendment. The Parties hereby confirm that, except as expressly set forth herein, the terms and conditions of the Business Combination Agreement shall not be or be deemed to be amended, modified or waived by this Amendment and shall continue in full force and effect. All references to the "Agreement" or the "Business Combination Agreement" in the Business Combination Agreement and any other Transaction Document shall be deemed to mean the Business Combination Agreement, as amended by this Amendment. 2 Section 3. Miscellaneous. Sections 11.3 to 11.6 and Sections 11.8 to 11.17 of the Business Combination Agreement are incorporated herein by reference; provided that, in each case, reference to "this Agreement" therein shall mean this Amendment. Section 4. Effectiveness. This Amendment shall become effective immediately on the date hereof. Section 5. Governing Law; Arbitration. (a) This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this Amendment (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Amendment, shall be governed by and construed in accordance with the Laws of Hong Kong, without giving effect to the principles of conflicts of laws that would otherwise require the application of the Laws of any other jurisdiction. (b) All disputes arising out of or in connection with this Amendment shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. Section 6. Transaction Document. This Amendment shall constitute a Transaction Document for purposes of the Business Combination Agreement and each other Transaction Document. View More

Amendment. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and an authorized officer of the Company designated by the Board of Directors of the Company (other than you). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of... similar or dissimilar provisions or conditions at the same or at any prior or subsequent time 5. Counterparts. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same instrument. An executed signature page of this letter agreement delivered by facsimile transmission (with transmission confirmed) or in .pdf format via e-mail shall be as effective as an original executed signature page. 2 Please accept all of the terms as set forth herein by signing and returning this letter agreement. Sincerely, IMARA INC. By: /s/ David Mott Name: David Mott Title: Chairman of the Board AGREED: By: /s/ Rahul D. Ballal, Ph.D. Name: Rahul D. Ballal, Ph.D. Title: President and CEO AGREED: By: /s/ Michael P. Gray Name: Michael P. Gray 3 Exhibit A Applicable Stock Options Grant Date Plan/Type Granted Shares Exercise Price 10/19/2018 2016/NQ 142,015 $3.15 10/19/2018 2016/ISO 126,984 $3.15 05/16/2019 2016/NQ 301,208 $4.92 05/16/2019 2016/ISO 81,300 20,081 $4.92 05/16/2019 2016/ISO 6,504 $4.92 05/16/2019 2016/NQ 143,009 $4.92 05/16/2019 2016/NQ 35,676 $4.92 05/16/2019 2016/ISO 2,379 93,641 $4.92 01/28/2022 2020/NQ 27,049 2020/ISO 8,221 $1.38 01/28/2022 2020/ISO 12,301 2020/NQ 123,179 $1.38 4 EX-10.4 5 imra-ex104_405.htm EX-10.4 imra-ex104_405.htm EX-10.3 4 imra-ex103_406.htm EX-10.3 imra-ex103_406.htm Exhibit 10.4 10.3 IMARA Inc. 116 Huntington Avenue, 6th Floor Boston, MA 02116 USA [email protected] +1 617 202-2020 www.imaratx.com May 5, 2022 Michael P. Gray Rahul D. Ballal, Ph.D. Dear Mike, Rahul, You are a key member of the senior management team of Imara Inc. (the "Company"). As a result, subject to the terms and conditions of this letter agreement, you will be eligible for the following retention benefits should you remain employed by the Company through the specified milestones set forth herein. View More

Amendment. This Guaranty may be amended or modified only in writing signed by Bank and Guarantor. Guarantor that states it is intended to amend or modify this Guaranty.

Amendment. This Guaranty may be amended or modified only in writing signed by Bank Lender and Guarantor.

Amendment. The first sentence of Section 3(a) of the Agreement is hereby amended by replacing "$90,000" with "$190,000" with "$290,000" having previously been amended on July 1, 2020 June 5, 2019 from "$90,000 "$20,000 to "$190,000". "$90,000".

Amendment. a. Section 8.6.1 is hereby deleted in its entirety and replaced with the following: Development Supply Agreement. Unless otherwise agreed by the Parties, no later than 12 months following (a) June 30, 2021, the Effective Date with regards to the Lead Product, and (b) no later than nine months following the effective date of exercise of the Option with regards to every other Licensed Product to which this Article 8 (Manufacturing and Supply) applies in accordance with Section 8.1, Product, (or... such other time as agreed by each Party), the Parties will negotiate in good faith and enter into a supply agreement on reasonable and customary terms for the supply of such the Licensed Product Products by Sarepta to Roche in the Roche Territory at the Supply Price (the "Development Supply Agreement"), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing of such Licensed Product Products for Development Purposes. The Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement for a Licensed Product. b. Section 8.6.2 is hereby deleted in its entirety and replaced with the following: Commercial Supply Agreement. Unless otherwise agreed by the Parties, no later than (a) June 30, 2021, with regards to the Lead Product, and (b) no later than 12 months following the effective date of the Option Exercise with regards to every other Licensed Product to which this Article 8 (Manufacturing and Supply) applies in accordance with Section 8.1, (or such other time as agreed by each Party), the Parties will negotiate in good faith and enter into a commercial supply agreement on reasonable and customary terms for the commercial-grade supply of such Licensed Product by Sarepta to Roche in the Roche Territory at the Supply Price (the "Commercial Supply Agreement" and together with 1 the Development Supply Agreement, the "Supply Agreements"), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing and supply of such Licensed Product for Commercialization purposes. As noted above, the Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement for a Licensed Product. View More

Amendment. This Indemnity Agreement may shall not be modified, altered, supplemented or amended amended, except pursuant to a written agreement executed and delivered by all of the Member. Parties.

Amendment. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement document executed and delivered by the Member. Members.

Amendment. This Agreement may be amended by mutual consent but the consent of the Company must be obtained in conformity with the requirements of the Investment Company Act. 8 13. consent. 7 12. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement... shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York. View More

Amendment. This Agreement may be amended in writing by mutual consent but the consent of the Company must be obtained in conformity with parties hereto, subject to the requirements provisions of the Investment Company Act. 8 13. Act and the Articles. 15 14. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement... may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company Corporation is regulated as a BDC under the Investment Company Act and the Adviser is regulated as an investment adviser under the Advisers Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to Act and the Advisers Act, respectively, and any other then-current regulatory interpretations thereunder. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. View More

Amendment. The In accordance and consistent with Section 409A of the Code, as applicable, the Committee has the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, the Award, prospectively or retroactively; provided that provided, that, no such amendment shall adversely affect the Participant's Grantee's material rights under this Agreement without the Participant's Grantee's consent. 5 21. 4 20. Section 409A. This Agreement is intended to either comply with or be exempt from... Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement either comply with Section 409A of the Code or are exempt therefrom and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Grantee on account of non-compliance with Section 409A of the Code. View More

Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, the RSUs, prospectively or retroactively; provided that provided, that, no such amendment shall adversely affect the Participant's Grantee's material rights under this Agreement without the Participant's Grantee's consent. 5 21. 17. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is... consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Grantee on account of non-compliance with Section 409A of the Code. View More

Amendment. Unless otherwise provided in the Plan or this Grant Agreement, this Grant Agreement may be amended only by a written agreement executed by the Company and the Grantee.15. Grantee.16. Integrated Agreement. Any grant notice, this Grant Agreement and the Plan shall constitute the entire understanding and agreement of the Grantee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, representations or warranties between the Grantee and the 5 Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of any grant notice and this Grant Agreement shall survive any settlement of the Award and shall remain in full force and effect.16. effect.17. Severability. If one or more of the provisions of this Grant Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Grant Agreement to be construed so as to foster the intent of this Grant Agreement and the Plan.17. Plan.18. Counterparts. Any grant notice and this Grant Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.18. instrument.19. Governing Law and Venue. This Grant Agreement shall be interpreted and administered under the laws of the State of Delaware. For purposes of litigating any dispute that arises under this grant or this Grant Agreement, Award, the parties hereby submit to and consent to the jurisdiction of the State of Arizona, agree that such litigation shall be conducted in the courts of Maricopa County, Arizona, or the federal courts for the United States for the District of Arizona, where this grant is made and/or to be performed.19. performed.20. Other. The Grantee represents that the Grantee has read and is familiar with the provisions of the Plan and this Grant Agreement, and hereby accepts the Award subject to all of their terms and conditions. 7 21. Section 409A Compliance. Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from "non-qualified deferred compensation plans." Certain payments under this Grant Agreement could be considered to be payments under a "non-qualified deferred compensation plan." The additional 20% tax and interest do not apply if the payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee's termination of employment, the term "termination of employment" shall mean "separation from service" as defined in Treasury Regulation Section 1.409A-1(h). In addition, if the Grantee is a "specified employee" (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee's "separation from service," then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee's "separation from service." This Grant Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Grant Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Grantee by Section 409A. View More