Execution Contract Clauses (480)

Execution. The submission of this Amendment shall not constitute an offer, and this Amendment shall not be effective and binding unless and until fully executed and delivered by each of the parties hereto. Each party represents and warrants for itself that all requisite organizational action has been taken in connection with this Amendment, and the individual or individuals signing this Amendment on behalf of the respective parties represent and warrant that they have been duly authorized to bind such part...y by their signature(s). 1 Exhibit 10.2 6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Additionally, telecopied or pdf signatures may be used in place of original signatures on this Amendment. Lender and Borrower intend to be bound by the signatures on the telecopied or pdf document, are aware that the other party will rely on the telecopied or pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature. View More

Execution. This Letter Agreement may be signed, acknowledged and agreed to in any number of counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart. This Letter Agreement may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) ...and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent of a manually signed paper hereof which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. For purposes hereof, "Electronic Signature" shall have the meaning assigned to it by 15 USC §7006, as it may be amended from time to time. Upon the reasonable request of Administrative Agent, any Electronic Signature of any other party hereto shall, as promptly as practicable, be followed by a manually executed counterpart thereof. 4 8. Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). View More

Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature. Please indicate your agreement with the above terms by signing below. Very truly yours, Aldeyra Therapeutics, Inc. By: /s/ Todd C. Brady Todd C. Brady, M.D., Ph.D. Chief Executive ...Officer I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future. /s/ David Clark David J. Clark, MD Dated: March 9, 2020 EXHIBIT A CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (the Agreement), effective as of the date of the last signature (the Effective Date), is entered into by David Clark and Aldeyra Therapeutics, inc., a Delaware corporation with a place of business at 131 Hartwell Avenue, Suite 320, Lexington, MA 02421, USA (Company). Consultant and Company agree as follows: 1.Services and Payment. a.Engagement. Company hereby engages Consultant to provide the services assigned by Company from time to time (the Services), and Consultant accepts such engagement. The Company and Consultant hereby agree that provision of the Services shall constitute continuous "service" for purposes of the Options (as defined on Schedule A). Consultant agrees to use best efforts to undertake and promptly complete the Services in accordance with the descriptions and schedules specified therefor. Consultant will report to Todd C. Brady, the Chief Executive Officer of the Company. b.Fees and Expenses. As the only consideration due Consultant regarding the subject matter of this Agreement, Consultant will continue to vest in the Options. Subject to reasonable documentation, Company shall reimburse Consultant for its out-of-pocket expenses reasonably incurred in providing the Services; provided, that individual expenses in excess of $250 must be approved in advance in writing by Company. Promptly after execution of this Agreement, Consultant shall deliver to Company a properly completed and duly executed Department of the Treasury IRS Form W-9 or, if Consultant is a non-U.S. person, a Department of the Treasury IRS Form W-8BEN (or other appropriate Form W-8). View More

Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Execution. Each party agrees that an electronic, facsimile or digital signature or an online acceptance or acknowledgment will be accorded the full legal force and effect of a handwritten signature under Nevada law. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Execution. A photocopy of the fully executed original of this Settlement Agreement shall be deemed to be an original for any and all purposes.

Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature. Dr. Haut Page 4 Please indicate your agreement with the above terms by signing below. Very truly yours, HISTOGENICS CORPORATION By: /s/ Adam Gridley Name: Adam Gridley Title: Presi...dent and Chief Executive Officer I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future. Signed: /s/ Donald Haut Dated: January 23, 2019 Donald Haut, Ph.D. Dr. Haut Page 5 EXHIBIT A PROPRIETARY INFORMATION, INVENTIONS AND NON-SOLICITATION AGREEMENT EX-10.1 2 d938452dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 HISTOGENICS CORPORATION 830 Winter Street Waltham, MA 02451 January 23, 2019 Dear Don: This letter (the "Agreement") is to confirm the agreement between you and Histogenics Corporation (the "Company") in connection with the termination of your employment with the Company. View More

Execution. It is not necessary that the Employer sign this Release following the Executive's full and complete execution of it for it to become fully effective and enforceable. 2 WEST\254385002.4 3/20/15 5. Severability. If any provision of this Release is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this Release shall continue in full force and effect.