Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement and the Plan constitute the entire contract between the Company and Participant hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied), which relate to the subject matter hereof. 4 17. Severability. In the event that any portion of this Agreement is found to be unenforceable, the remaining portions of this Agreement will remain valid and in full force and effec...t. View More

Entire Agreement. This Agreement contains the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, without limitation, any prior employment or severance agreement), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right. [REMAINDER OF PAGE INTENTIONALLY BLANK] Employment Agreement9 EXECUTED ...as of the date first above written. GLOBALSCAPE, INC. By: /s/ Matt Goulet Matt Goulet, President & CEO /s/ Mark Hood Mark Hood, VP of Operations Employment Agreement10 EX-10.1 2 ex101to8k11906003_08292018.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), executed as of August 27, 2018 ("Effective Date"), is between GlobalSCAPE, Inc., a Delaware corporation ("GlobalSCAPE" or the "Company"), and Mark Hood ("Employee"). RECITALS WHEREAS, the Board of Directors (the "Board") of the Company, has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of certain employees to their assigned duties; and WHEREAS, in order to induce Employee to remain in the employ of the Company, and in consideration of Employee's agreement to continue employment with the Company, the parties desire to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. Terms of Agreement. Except in the event of a Change in Control (as defined in Section 4 hereof), at all times Employee's employment shall be and remain at will and may be terminated by the Company for any reason without notice or Cause (as hereinafter defined). From and after the occurrence of a Change in Control, this Agreement shall continue in effect for a period beginning on the effective date of the Change in Control (the "Change in Control Date") and ending on the first anniversary of the Change in Control Date (the "Initial Term") and shall automatically be extended for an additional one-year period following the Initial Term (each, an "Extended Term" and collectively with the Initial Term, the "Term") unless, not later than 90 days prior to the end of the then current Term, the Company shall have given notice to Employee that it does not wish to extend the Term. View More

Entire Agreement. This Agreement, together with the 2016 Plan, contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.

Entire Agreement. This Agreement and the Resignation Letter contain the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto. 9 12. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when email is sent to the email add...ress set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection: if to the Company: Chaparral Energy, Inc. 701 Cedar Lake Boulevard Oklahoma City, Oklahoma 73114 Attention: Corporate Secretary Email: linda.byford@chaparralenergy.com With a copy (which shall not constitute notice) to: Thompson & Knight LLP One Arts Plaza, 1722 Routh Street, Suite 1500 Dallas, TX 75201 Attention: Wesley P. Williams Email: wesley.williams@tklaw.com if to Shareholder: Contrarian Capital Management, L.L.C.411 West Putnam Ave., Suite 425 Greenwich, CT 06830 Attention: Josh Weisser Email: JWeisser@ContrarianCapital.com With a copy (which shall not constitute notice) to: Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Pat Poglinco poglinco@sewkis.com 13. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement. View More

Entire Agreement. This Agreement (together with the documents referenced herein, including without limitation Exhibits A and B, the MIP and the equity plans 11 and award agreements) sets forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein and supersedes all prior agreements and understandings, both written and oral, between the Company and the Executive and may not be waived, changed, discharged or terminated orally or by any course of dealing bet...ween the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. View More

Entire Agreement. This Agreement represents the entire agreement and understanding between the Creditor and Company concerning the subject matter of this Agreement and supersedes and replaces any and all prior agreements and understandings, whether written or oral, concerning the subject matter of this Agreement.

Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereto, and no party shall be liable or bound to any other party in any manner by any warranties, representations, guarantees or covenants except as specifically set forth in this Agreement. Neither party relied upon any representation or warranty, whether written or oral, made by the other party or ...any of its officers, directors, employees, agents or representatives, in making its decision to enter into this Agreement. View More

Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings of the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto.

Entire Agreement. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. ELANCE, INC. By /s/ Servaes Tholen Servaes Tholen Title Chief Financial Officer Address: 441 Logue Avenue... Mountain View, CA 94043 -12- EXHIBIT A-1 NOTICE OF EXERCISE To: ELANCE, INC. (the "Company") Re: Warrant dated , 2013, issued by the Company to SILVER LAKE WATERMAN FUND, L.P. (the "Warrant") 1. The undersigned hereby: ☐ elects to purchase shares of Series F Preferred Stock of the Company pursuant to the terms of the Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 3(b) of the Warrant with respect to Shares of Series F Preferred Stock of the Company. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) EXHIBIT A-2 NOTICE OF EXERCISE To: ELANCE, INC. (the "Company") Re: Warrant dated , 2013, issued by the Company to SILVER LAKE WATERMAN FUND, L.P. (the "Warrant") 1. Contingent upon and effective immediately prior to the closing (the "Closing") of the Company's public offering contemplated by the Registration Statement on Form S , filed , 20_, the undersigned hereby: ☐ elects to purchase shares of Series F Preferred Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 3(b) of the Warrant with respect to Shares of Series F Preferred Stock. View More

Entire Agreement. This Agreement constitutes the sole and only agreement between Buyer and Seller respecting the Business or the sale and purchase of it. This Agreement correctly sets forth the obligations of Buyer and Seller to each other as of its date. Any additional agreements or representations respecting the Business or its sale to Buyer not expressly set forth in this Agreement are null and void, unless otherwise required by law. Both parties agree to waive rights as to any conflicting laws which may nulli...fy this Agreement to the full extent allowable by law. View More