Amendment Contract Clauses (37,886)

Amendment. This Agreement may be amended, modified, superseded or canceled, in whole or in part, only by written instrument executed by Consultant Machinist and by an authorized representative of the Company.

Amendment. In accordance with the terms and conditions of the Agreement, the Agreement shall be amended as follows, effective as of the date hereof: a. The Recitals to the Agreement are hereby deleted and replaced in their entirety by the following: "WHEREAS, TP has previously entered into that the Licensors own, or have the right to license, certain Amended and Restated Sublicense Agreement (U.S.) dated January 12, 2018 (as amended by that certain First Amendment dated January 10, 2020, intellectual... property related to cannabis products; WHEREAS, the "Sublicense"), pursuant Licensors wish to which TOP sublicensed to TP certain rights in-licensed from Tikun Olam, Ltd., an Israeli corporation with registration number 514263771; WHEREAS, in exchange for certain equity consideration as further described herein, TP wishes to transfer and assign license to JP, and JP wishes to receive and assume from TP, (i) any and all each of TP's rights and responsibilities under the Sublicense; and (ii) Licensors, the skincare business developed under Sarah Dakar and/or Michael Indursky, including without limitation all related tradenames, knowledge, formulations, documentation, confidential information, customer and supplier lists, and packaging, and any trademarks, patents, copyrights, trade secrets, or other right to use such intellectual property relating to any in connection with over-the-counter cancer-related products and topical or transdermal skin care and body care beauty products; WHEREAS, in consideration of the foregoing (collectively, the "Skincare Business"); licenses and rights granted herein, JP will pay certain royalties to TO Holdings Group LLC, a Delaware limited liability company ("TO Holdings") that controls or indirectly controls its Affiliates, TO LLC and TOH, all as further described herein; and WHEREAS, JP has entered into a Tender Offer Support Agreement and Termination of Amalgamation Agreement (the "Tender Agreement") with Ameri Holdings, Inc. and certain other parties signatory thereto and it is the express intention of the parties hereto that the transactions contemplated hereby will be not consummated until all of the conditions to the closing of transaction contemplated by the Tender Agreement have been satisfied. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:" b. Section 5.1 10.13 of the Agreement shall be deleted and replaced in its entirety by the following: "5.1 "10.13 Definition of Effective Date. For purposes of this Agreement, "Effective Date" means the date that all of the conditions to the consummation of the transactions contemplated by the Tender Agreement have been satisfied and JP has confirmed that the closing of the Tender Agreement shall occur within 24 hours. For the avoidance, in all cases, the Effective Date shall be deemed to have occurred prior to the consummation of the Tender Agreement. If the consummation of the Tender Agreement has not occurred by January 1, 2021, any party hereto may terminate this agreement by delivering written notice to the other parties." 2. Effect of Amendment. Except as specifically set forth in this Amendment, all of the terms, provisions, representations, warranties, covenants and conditions contained in the Agreement shall remain unmodified and unwaived by the terms of this Amendment, and shall remain in full force and effect in accordance with their respective terms, and are hereby ratified, approved and confirmed in all respects. This Amendment shall not constitute any party's consent or indicate its willingness to consent to any other amendment, modification or waiver of the Agreement, the schedules thereto or any instruments or agreements referred to herein or therein. This Amendment is supplemental to the Agreement and does, and shall be deemed to, form a part of, and shall be construed in connection with and as a part of, the Agreement for any and all purposes. View More

Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by the Company, on the one hand, and the Investors, CGC, on the other hand.

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

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. 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. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant's consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code. rules).

Amendment. The Company may at any time amend this Agreement if the amendment does not adversely affect the Optionee and no amendment that does adversely affect the Optionee shall be valid or binding. Optionee. Otherwise, this Agreement may not be amended without the written consent of the Optionee and the Company.

Amendment. This Agreement may be amended only in writing, signed by all parties hereto. This Agreement is intended to be exempt from the requirements of Code § 409A and Treasury regulations promulgated thereunder as a short-term deferral, and the parties will interpret the Agreement accordingly. Notwithstanding the foregoing, the Board reserves the right, without the consent of Executive, to amend the Agreement to comply with Code §409A and regulations promulgated thereunder, preserving to the greatest... extent possible, the economic benefits provided under the Agreement to Executive. 2 11. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Minnesota. IN WITNESS HEREOF, the parties have executed this Agreement effective as of the date set forth above. EXECUTIVE: NUVERA COMMUNICATIONS, INC. /s/Barbara Bornhoft /s/ Curtis Kawlewski By /s/Perry Meyer Barbara Bornhoft Curtis Kawlewski Its Chairman 3 EX-10.4 5 exhibit10_4.htm EXHIBIT10.4 EX-10.5 6 exhibit10_5.htm EXHIBIT10.5 Exhibit 10.4 10.5 EXHIBIT 10.4 10.5 STAY BONUS AGREEMENT This Agreement is made as of August 27, 2019 by and between Nuvera Communications, Inc. (the "Company") and Barbara Bornhoft Curtis Kawlewski (the "Executive"). WHEREAS, Executive is currently employed by the Company as its Chief Operating Financial Officer pursuant to the terms of that certain Employment Agreement dated as of July 2006, as amended March 2012 (the "Employment Agreement"); and WHEREAS, the Company and Bill Otis, currently serving as the Chief Executive Officer ("CEO") of the Company, have announced a succession plan with respect to Mr. Otis' employment whereby the Company will conduct a search and appoint a new CEO (the "Successor CEO"); and WHEREAS, the Company desires that the Successor CEO benefit from the knowledge, experience and expertise of Executive for a period of 12 months (the "Transition Period") following the first day of the Successor CEO's employment (the "Transition Date"); and WHEREAS, the Company wishes to retain Executive's services through the Transition Period; and WHEREAS, the purpose of this Agreement is to provide an incentive to Executive to remain with the Company and to use Executive's best efforts to assist the Successor CEO in a successful transition into the leadership role in the Company through and after the Transition Period; NOW, THEREFORE, in consideration of the foregoing and the mutual terms and conditions set forth herein, the parties agree as follows: 1. Transition Period Employment. During the period prior to the Transition Date and for the Transition Period, Executive shall continue to perform the job duties and responsibilities of Executive's position with the Company under the current terms of the Employment Agreement with Company and the Company's policies and procedures as directed by the CEO and the Board. Nothing herein changes the terms of employment or the Employment Agreement. Executive agrees to perform additional job duties and responsibilities as are assigned to Executive to assist in the transition by the Successor CEO during the Transition Period. Executive also agrees that the Successor CEO may in good faith reassign or reduce the duties and responsibilities of Executive during the Transition Period as the Successor CEO may determine, subject to any rights of the Executive under the Employment Agreement. View More

Amendment. Except as otherwise provided by the Plan, herein, the Company may only alter, amend, or terminate this Award the Option with your consent. 4 16. 14. Governing Law. This Award Notice shall be governed by and construed in accordance with the laws of the State of Nevada, Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.