Amendment Contract Clauses (38,133)

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

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

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/ 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 05/16/2019 2016/ISO 81,300 $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 $4.92 01/28/2022 2020/NQ 27,049 $1.38 01/28/2022 2020/ISO 12,301 $1.38 4 EX-10.4 5 imra-ex104_405.htm EX-10.4 imra-ex104_405.htm Exhibit 10.4 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 Dear Mike, 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. (a) Section 9.3(c) of the Business Combination Agreement is hereby deleted in its entirety. 1 (b) Exhibit G-1 of the Business Combination Agreement is hereby amended to read in its entirety in the form of the Plan of Initial Merger attached hereto as Exhibit A. 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. 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. This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

Amendment. This Agreement may not be changed, amended, terminated or superseded orally, but only by an agreement in writing, nor may any of the provisions hereof be waived orally, but only by an instrument in writing, in any such case signed by the party against whom enforcement of any change, amendment, termination, waiver, modification, extension or discharge is sought. 12. Entire Agreement; Amendment; Governing Law. This Agreement embodies the entire agreement and understanding between the parties... hereto with respect to the matters covered hereby. Only an instrument in writing executed by the parties hereto may amend this Agreement. View More

Amendment. The Board may, at any time, amend or terminate the Plan, and the Committee may amend this Award Agreement, provided that, except as provided in the Plan, no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Board or... the Committee, as the case may be. 4 13. Award Not Contract of Employment. The Award does not constitute a contract of employment or continued service, and the grant of the Award shall not give the Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan or this Award Agreement, unless such right or claim has specifically accrued under the terms of the Plan and this Award Agreement. View More

Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Investor Group Representative, or their respective successors or assigns.24. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and be enforceable by the parties hereto and the respective successors, heirs, executors, legal representatives and permitted assigns of the parties, and inure to the benefit of... any successor, heir, executor, legal representative or permitted assign of any of the parties; provided, however, that no party may assign this Agreement or any rights or obligations hereunder without, with respect to any Investor, the express prior written consent of the Company (with such consent specifically authorized in a written resolution adopted and approved by the unanimous vote of the entire membership of the Board), and with respect to the Company, the prior written consent of the Investor Group Representative. View More

Amendment. 3.2 The definition of "Letter of Credit Sublimit" is hereby amended and restated to read as follows: "Letter of Credit Sublimit" means an amount equal to the Aggregate Revolving Commitments. 3.3 The definition of "Maturity Date" is hereby amended and restated to read as follows: "Maturity Date" means the earlier of (a) September 26, 2018 and (b) the date the Aggregate Revolving Commitments are reduced to $0; provided, however, that if such date is not a Business Day, the Maturity Date shall be... the next preceding Business Day. 3.4 The existing language in Section 2.06 is labeled as a new clause (a) and titled "Voluntary Reductions" and a new clause (b) is added to read as follows: (b) Mandatory Reductions. 3.5 Section 7.01(a) is hereby amended and restated to read as follows: (a) as soon as available, but in any event, within one hundred twenty days after the end of each fiscal year of the Borrower (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the first fiscal year ending on or after the date that is 45 days prior to the Reinstatement Date, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit; provided, that prior to the Reinstatement Date, the Borrower shall deliver to the Administrative Agent, as soon as available, but in any event within one hundred twenty days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2017, an internally prepared consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related internally prepared consolidated statements of income or operations for such fiscal year, and the related consolidated statements of changes in shareholders' equity and cash flows for such fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year; 3.6 In Section 7.02(b) the phrase "after the Reinstatement Date" is inserted after the reference to "Sections 7.01(a) and (b)". 3.7 In Section 7.02(d) the phrase "occurring after the Reinstatement Date" is inserted after the reference to "the second fiscal quarter of each fiscal year" 3.8 Section 7.16 is hereby deleted in its entirety. 3.9 In Sections 8.11(a) and (b) each reference to the phrase "commencing with the fiscal quarter ending September 30, 2013" is replaced with the phrase "commencing with the first fiscal quarter ending after the Reinstatement Date". View More

Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent; further, provided, that the Grantee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer... Protection Act of 2010 or any regulations promulgated thereunder, including as a result of the implementation of any recoupment policy the Company adopts to comply with the requirements set forth in the Dodd-Frank Act. View More