Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. [Remainder of page intentionally left blank; signature page follows] 2 This Voting Agreement is hereby executed effe...ctive as of the date first set forth above. Playboy Group, Inc. a Delaware corporation By: Name:Title: VOTING PARTIES: RT-Icon Holding LLC By: RTM-Icon, LLC, its Manager By: Name:Title: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP, By: Drawbridge Special Opportunities GP LLC, its general partner By: Name: Title: 3 EX-10.7 9 tm2032160d1_ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 VOTING AGREEMENT This Voting Agreement (this "Agreement") is made as of [________], by and among Playboy Group, Inc. (formerly known as Mountain Crest Acquisition Corp), a Delaware corporation (the "Company"), and each of the entities set forth on the signature page hereto (each a "Voting Party" and collectively, the "Voting Parties"). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). RECITALS WHEREAS, the Company, MCAC Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Playboy Enterprises, Inc., a Delaware corporation ("Playboy") have entered into that certain Agreement and Plan of Merger (as may be amended from time to time, the "Merger Agreement"), dated as of September 30, 2020, pursuant to which, on the Effective Date, the Company, Merger Sub and Playboy intend to effect a merger of Merger Sub with and into Playboy (the "Merger"), upon which Merger Sub will cease to exist, Playboy will become a wholly owned subsidiary of the Company and the outstanding shares of Playboy's common stock will be converted into the right to receive consideration described in the Merger Agreement. WHEREAS, each of the Voting Parties, currently owns, or on closing of the transactions contemplated by the Merger Agreement, will own, shares of the Company's common stock, and wishes to provide for the elections of certain members of the Post-Closing Board of Directors as described herein. NOW THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Agreement to Vote. During the term of this Agreement, each Voting Party agrees to vote all securities of the Company that such Voting Party owns from time to time and may vote in the election of the Company's directors (hereinafter referred to as the "Voting Shares"), in accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders or by written consent. View More

Entire Agreement. This Agreement, together with the relevant Notice and the Plan, contain the entire agreement between the parties with respect to the RSUs granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the RSUs granted hereunder shall be void and ineffective for all purposes. 3 14. Amendment. This Agreement may be amended from time to time by the Administrator in its discret...ion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the RSUs as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto. View More

Entire Agreement. This Contract represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior expression of intent, representation or warranty with respect to this transaction. This Contract may only be modified by an instrument in writing signed by both parties.

Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for the Agreement Concerning Confidentiality and Non-Disclosure Employee previously executed (the "CNDA") and paragraph 8 of the offer of employment between the Employee and Innodata dated April 12, 2019 (the "Offer Letter"), which is incorporated herein by reference. Employee acknowledges that Employee has not relied on any representa...tions, promises, or agreements of any kind made to Employee in connection with Employee's decision to accept this Agreement, except for those set forth in this Agreement. By signing this Agreement, Employee reaffirms his continuing obligations under the CNDA and the Offer Letter, including, without limitation, Employee's obligations of non-solicitation of Innodata customers and employees, and Employee's obligations of confidentiality and non-disclosure. EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE'S SIGNING OF THIS AGREEMENT. EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO MARCIA NOVERO, DIRECTOR OF HUMAN RESOURCES AT INNODATA INC., 55 CHALLENGER ROAD, SUITE 202, RIDGEFIELD PARK, NEW JERSEY 07660, AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT." THE REVOCATION MUST BE PERSONALLY DELIVERED TO MARCIA NOVERO, OR TO HER DESIGNEE, OR BE MAILED TO INNODATA INC. 55 CHALLENGER ROAD, SUITE 202, RIDGEFIELD PARK, NEW JERSEY 07660 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. IF THE LAST DAY OF THE REVOCATION PERIOD IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY RECOGNIZED IN THE STATE IN WHICH EMPLOYEE LAST WORKED, THEN THE REVOCATION PERIOD SHALL NOT EXPIRE UNTIL THE NEXT FOLLOWING DAY THAT IS NOT A SATURDAY, SUNDAY OR LEGAL HOLIDAY. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES. -4- The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below: Employee Innodata Inc. By: /s/ Robert O'Connor By: /s/ Marcia Novero Robert O'Connor Marcia Novero Director of Human Resources Date: 10/2/20 Date: 10/2/20 -5- EX-10.2 3 tm2032677d1_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE Innodata Inc. ("Innodata") and Robert O'Connor (together with his heirs, executors, administrators, successors, and assigns collectively referred to throughout this Separation Agreement and General Release as "Employee") (and Innodata and Employee together known herein as the "Parties"), agree that: 1. Last Day of Employment. Employee's last day of employment with Innodata was October 2, 2020 ("Separation Date"). View More

Entire Agreement. This Agreement, together with the exhibits, schedules and annexes attached hereto and as the same may be amended from time to time in accordance with the terms hereof, constitutes the entire agreement of the parties to this Agreement and supersedes all prior or contemporaneous written or oral agreements, understandings, promises and negotiations with respect to the subject matter hereof.

Entire Agreement. Employee and the Company acknowledge that this Agreement contains the entire agreement and understanding of the parties and that no other representation or agreement of any kind whatsoever has been made to Employee by the Company or by any other person or entity to cause Employee to sign this Agreement. 7 14. Applicable Law . This Agreement shall be governed and interpreted in accordance with the laws of Ohio and applicable federal law.

Entire Agreement. The arrangement described in this Agreement (including without limitation all exhibits hereto) contains the entire agreement between the parties hereto, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties, including in respect of any contemplated or promised grants to you of restricted stock units or similar awards. No amendment to this Agreement shall be effective unless the amendment is approved in writing by you, the Company and A-A Mortga...ge. View More

Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except that the Undertaking, the Third Party Pay Agreement, Executive's equity award agreements governing his time-vesting RSUs and performance-vesting PSUs (except as modified in Section 2(c) above), and any existing post-employment obligations Execu...tive has with respect to confidentiality under any agreement entered into between Executive and the Company, or common law, shall remain in full force and effect. This Agreement may not be changed orally, and no modification, amendment or waiver of any of the provisions contained in this Agreement, nor any future representation, promise or condition in connection with the subject matter hereof, shall be binding upon any party unless made in writing and signed by such party. View More

Entire Agreement. This Amendment No. 3, the Merger Agreement (including the Exhibit, Schedules, the CMFT Disclosure Letter and the CCPT V Disclosure Letter) and the Confidentiality Agreement (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Amendment No. 3 and (b) except for the provisions of Section 7.7 (Indemnification; Directors' and Officers' Insurance) of the Merger Agreement (which,... from and after the Merger Effective Time, shall be for the benefit of the Indemnified Parties), are not intended to confer upon any Person other than the Parties hereto any rights or remedies. View More

Entire Agreement. This Agreement sets forth all the terms and conditions of the agreement between the parties with respect to its subject matter, and supersedes any and all prior oral or written understandings, arrangements and agreements with respect thereto, all of which are merged herein. Consultant's services are personal in nature, and Consultant may not assign its rights or delegate its obligations hereunder, in whole or in part, without the prior written consent of Nephros in each instance, which consent m...ay be withheld in Nephros's sole and absolute discretion. Consultant's obligations under this provision shall survive the expiration or termination of this Agreement. 4 19. Amendments. No amendments to or modifications of or waivers under this Agreement shall be valid or binding unless made in a writing signed by both parties and expressly stating that it, he/she or they, as the case may be, intend to amend or modify, or waive a right under, this Agreement. View More