Grouped Into 82 Collections of Similar Clauses From Business Contracts
This page contains General Provisions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank and Borrower, and the other written documents and agreements between Bank and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, represent...ations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all of the same taken together shall constitute one and the same agreement.View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank Lender and Borrower, and the other written documents and agreements between Bank Lender and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussi...ons, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all of the same taken together shall constitute one and the same agreement. View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank Lender and Borrower, and the all other written documents and agreements between Bank Lender and Borrower Borrower, set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all ...prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all Without limiting the generality of the same taken together foregoing, the provisions of all subsections of Section 9 of the Loan Agreement (titled "General Provisions"), including -3- Pacific Western BankLimited Waiver and Eighth Amendment to Loan Agreement without limitation all provisions relating to governing law, venue, jurisdiction, dispute resolution, and the waiver of the right to a jury trial, shall constitute one apply equally to this Amendment, and the same agreement. are incorporated herein by this reference. View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank Lender and Borrower, and the all other written documents and agreements between Bank Lender and Borrower Borrower, set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all ...prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all Without limiting the generality of the same taken together foregoing, the provisions of all subsections of Section 9 of the Loan Agreement (titled "General Provisions"), including without limitation all provisions relating to governing law, venue, jurisdiction, dispute resolution, and the waiver of the right to a jury trial, shall constitute one apply equally to this Amendment, and the same agreement. are incorporated herein by this reference. View More
General Provisions. Notices. All notices and other communications required or permitted by this Agreement to be delivered by the Company or Employee to the other party shall be delivered in writing to the address shown below, either personally, by facsimile transmission or by registered, certified or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to such other address as the party may from time to time advise the other party, and shall be deemed given and r...eceived as of actual personal delivery, on the first business day after the date of delivery shown on any such facsimile transmission or upon the date or actual receipt shown on any return receipt if registered, certified or express mail is used, as the case may be. The Company: iSun, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Employee: John Sullivan 97 Overlake Park Burlington, VT 05401 10. Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of the Company and Employee relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.View More
General Provisions. Notices. All notices and other communications required or permitted by this Agreement to be delivered by the Company or Employee to the other party shall be delivered in writing to the address shown below, either personally, by facsimile transmission or by registered, certified or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to such other address as the party may from time to time advise the other party, and shall be deemed given and r...eceived as of actual personal delivery, on the first business day after the date of delivery shown on any such facsimile transmission or upon the date or actual receipt shown on any return receipt if registered, certified or express mail is used, as the case may be. The Company: iSun, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Employee: John Sullivan 97 Overlake Park Burlington, VT 05401 Michael d'Amato 208 Midwood St Brooklyn, NY 11223 10. Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of the Company and Employee relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter. View More
General Provisions. (a) No Rights as Stockholder. Except as specifically provided in this plan, a Participant or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares to the Participant, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock is issued. (b) Oth...er Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. (c) Disqualifying Dispositions. Any participant who shall make a "disposition" (as defined in Section 424 of the Code) of all or any portion of an Incentive Stock Option within two (2) years from the date of grant of such Incentive Stock Option or within (1) year after the issuance of the shares of Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Stock. (d) Regulatory Matters Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully compiled with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require. (e) Delivery. Upon exercise of an Award granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time. (f) Other Provisions. The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable. (g) Section 409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such awards shall be construed accordingly. Granted rights may be modified at any time, in the Administrator's direction, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code. 14 EX-10.1 16 ipower_ex1001.htm 2020 EQUITY INCENTIVE PLAN. Exhibit 10.1 iPOWER INC. 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ·to attract and retain the best available personnel for positions of substantial responsibility, ·to provide incentives to individuals who perform services for the Company, and ·to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.View More
General Provisions. (a) No Rights as Stockholder. Except as specifically provided in this plan, a Participant or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares to the Participant, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock is issued. (b) Oth...er Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. -17- (c) Disqualifying Dispositions. Any participant who shall make a "disposition" (as defined in Section 424 of the Code) of all or any portion of an Incentive Stock Option within two (2) years from the date of grant of such Incentive Stock Option or within (1) year after the issuance of the shares of Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Stock. (d) Regulatory Matters Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully compiled with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require. (e) Delivery. Upon exercise of an Award granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time. (f) Other Provisions. The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable. (g) Section 409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such awards shall be construed accordingly. Granted rights may be modified at any time, in the Administrator's direction, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code. 14 EX-10.1 16 ipower_ex1001.htm 2020 EQUITY INCENTIVE PLAN. Exhibit 10.1 iPOWER INC. 2020 -18- EX-10.3 2 ex10-3.htm EXHIBIT 10.3 BOXLIGHT CORPORATION 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ·to ● to attract and retain the best available personnel for positions of substantial responsibility, ·to ● to provide incentives to individuals who perform services for the Company, and ·to ● to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine. View More
General Provisions. (a) No Rights as Stockholder. Except as specifically provided in this plan, a Participant or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares to the Participant, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock is issued. -17- (b...) Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. (c) Disqualifying Dispositions. Any participant who shall make a "disposition" (as defined in Section 424 of the Code) of all or any portion of an Incentive Stock Option within two (2) years from the date of grant of such Incentive Stock Option or within (1) year after the issuance of the shares of Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Stock. (d) Regulatory Matters Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully compiled with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require. (e) Delivery. Upon exercise of an Award granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time. (f) Other Provisions. The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable. (g) Section 409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such awards shall be construed accordingly. Granted rights may be modified at any time, in the Administrator's direction, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code. 14 EX-10.1 16 ipower_ex1001.htm 2020 EQUITY INCENTIVE PLAN. -18- EX-10.2 10 ex10-2.htm Exhibit 10.1 iPOWER 10.2 SHUTTLE PHARMACEUTICALS HOLDINGS, INC. 2020 2018 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ·to ●to attract and retain the best available personnel for positions of substantial responsibility, ·to ●to provide incentives to individuals who perform services for the Company, and ·to ●to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine. View More
General Provisions. (a) No Rights as Stockholder. Except as specifically provided in this plan, a Participant or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares to the Participant, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock is issued. (b) Oth...er Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. (c) Disqualifying Dispositions. Any participant who shall make a "disposition" (as defined in Section 424 of the Code) of all or any portion of an Incentive Stock Option within two (2) years from the date of grant of such Incentive Stock Option or within (1) year after the issuance of the shares of Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Stock. (d) Regulatory Matters Matters. Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully compiled with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require. (e) Delivery. Upon exercise of an Award granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time. (f) Other Provisions. The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable. (g) Section 409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such awards shall be construed accordingly. Granted rights may be modified at any time, in the Administrator's direction, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code. 14 EX-10.1 16 ipower_ex1001.htm 2020 EQUITY INCENTIVE PLAN. Exhibit 10.1 iPOWER INC. 2020 EX-10.3 5 s102529_ex10-3.htm EXHIBIT 10.3 EXHIBIT 10.3 VITAXEL GROUP LIMITED 2016 EQUITY INCENTIVE PLAN 1. Purposes 1.Purposes of the Plan. The purposes of this Plan are: ·to •to attract and retain the best available personnel for positions of substantial responsibility, ·to •to provide incentives to individuals who perform services for the Company, and ·to •to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine. View More
General Provisions. In the event of any conflict between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall control. Except as set forth in this Amendment, the Lease is ratified and affirmed in its entirety. This Amendment shall inure to the benefit of, and be binding on, the Parties and their respective successors and assigns. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws (excluding the choice of laws rules) of ...the state of Utah. This Amendment may be executed in any number of duplicate originals or counterparts, each of which when so executed shall constitute in the aggregate but one and the same document. Each exhibit referred to in, and attached to, this Amendment is an integral part of this Amendment and is incorporated in this Amendment by this reference.View More
General Provisions. In the event of any conflict between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall control. Except as set forth in this Amendment, the Lease (which, by definition, includes all previous amendments) is ratified and affirmed in its entirety. This Amendment shall inure to the benefit of, and be binding on, the Parties and their respective successors and assigns. This Amendment shall be governed by, and construed and interpreted in accordanc...e with, the laws (excluding the choice of laws rules) of the state of Utah. This Amendment may be executed in any number of duplicate originals or counterparts, each of which when so executed shall constitute in the aggregate but one and the same document. Each exhibit referred to in, and attached to, this Amendment is an integral part of this Amendment and is incorporated in this Amendment by this reference.View More
General Provisions. In To the event extent of any conflict between the provisions of the Lease this Amendment and the provisions of this Amendment, the Agreement, the provisions of this Amendment shall control. Except as set forth in this Amendment, the Lease is ratified parties ratify and affirmed affirm the Agreement (as previously supplemented and amended) in its entirety. entirety, and the Agreement shall remain in full force and effect. This Amendment shall inure to the benefit of, and be binding on, the Parti...es parties hereto and their respective successors and assigns. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws (excluding the choice of laws rules) of the state of Utah. This Amendment may be executed in any number of duplicate originals or counterparts, each of which when so executed shall constitute in the aggregate but one and the same document. Each exhibit referred to in, and attached to, this Amendment is an integral part of this Amendment and is incorporated in this Amendment by this reference.View More
General Provisions. In the event of any conflict between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall control. Except as set forth in this Amendment, the Lease (which, by definition, includes all previous amendments) is ratified and affirmed in its entirety. This Amendment shall inure to the benefit of, and be binding on, the Parties and their respective successors and assigns. This Amendment shall be governed by, and construed and interpreted in accordanc...e with, the laws (excluding the choice of laws rules) of the state of Utah. This Amendment may be executed in any number of duplicate originals or counterparts, each of which when so executed shall constitute in the aggregate but one and the same document. Each exhibit referred to in, Signature pages may be detached from the counterparts and attached to, this Amendment is an integral part to a single copy of this Amendment and is incorporated in this Amendment by this reference. to physically form one document. View More
General Provisions. This Supplement Indenture to be entered by exchange of correspondence. Should a "Caso d'uso", or an "Enunciazione" or a voluntary registration be triggered after the date hereof, then the relevant applicable registration tax shall be entirely borne by the party that has triggered the "Caso d'uso" or "Enunciazione" or voluntary registration. [Remainder of Page Intentionally Blank] SMRH:227541255.1 -3 * * *If you agree with the foregoing, please send us a copy of this letter agreement, signed by a... duly authorized representative as irrevocable and unconditional acceptance of the Proposal. Yours faithfully, Warn Industries, Inc. By: /s/ Varun Laroyia Name: Varun LaroyiaTitle: Vice President and Chief Financial Officer SMRH:227541255.1 -4 EX-4.3 2 lkq-ex43_20180630.htm EXHIBIT 4.3 Exhibit Exhibit 4.3Warn Industries, Inc.500 West Madison StreetChicago, Illinois 60661United States of AmericaTo:BNP Paribas Trust Corporation UK Limited10 Harewood AvenueLondon NW1 6AAUnited KingdomTo:LKQ Italia Bondco S.p.A.Foro Buonaparte 7020121 - MilanItalyAttention: Aldo Carrabino-by express courier, anticipated by e-mail-Chicago, April 27, 2018Re: Supplemental Indenture - LKQ Italia Bondco S.p.A. 3.875% Senior Notes due 2024Dear Sirs,as discussed, please find below our proposal regarding the Supplemental Indenture (the "Proposal"). * * *SMRH:227541255.1 -1SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April 27, 2018, among Warn Industries, Inc., a Delaware corporation (the "Guaranteeing Subsidiary") which is a direct subsidiary of LKQ Corporation, a Delaware corporation ("Parent"), LKQ Italia Bondco S.p.A., a joint stock company (società per azioni) organized under the laws of the Republic of Italy and a subsidiary of Parent (the "Issuer"), and BNP Paribas Trust Corporation UK Limited, as trustee under the Indenture referred to herein (the "Trustee"). W I T N E S S E T HWHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2016 (the "Indenture"), providing for the issuance of the Issuer's 3.875% Senior Notes due 2024 (the "Notes");WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's payment obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); andWHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.View More
General Provisions. This Supplement Indenture to be entered by exchange of correspondence. Should a "Caso d'uso", or an "Enunciazione" or a voluntary registration be triggered after the date hereof, then the relevant applicable registration tax shall be entirely borne by the party that has triggered the "Caso d'uso" or "Enunciazione" or voluntary registration. [Remainder of Page Intentionally Blank] SMRH:227541255.1 -3 SMRH:4829-8156-3547.13 * * *If you agree with the foregoing, please send us a copy of this letter... agreement, signed by a duly authorized representative as irrevocable and unconditional acceptance of the Proposal. Yours faithfully, Warn Industries, Inc. Assured Quality Testing Services, LLC By: /s/ Varun Laroyia Name: Varun LaroyiaTitle: Vice President and Chief Financial Officer SMRH:227541255.1 -4 EX-4.3 SMRH:4829-8156-3547.14 EX-4.1 2 lkq-ex43_20180630.htm lkq-ex4120190630.htm EXHIBIT 4.3 4.1 Exhibit Exhibit 4.3Warn Industries, Inc.500 4.1Assured Quality Testing Services, LLC500 West Madison StreetChicago, Illinois 60661United States of AmericaTo:BNP Paribas Trust Corporation UK Limited10 Harewood AvenueLondon NW1 6AAUnited KingdomTo:LKQ Italia Bondco S.p.A.Foro Buonaparte 7020121 - MilanItalyAttention: Aldo Carrabino-by express courier, anticipated by e-mail-Chicago, April 27, 2018Re: June 21, 2019Re: Supplemental Indenture - LKQ Italia Bondco S.p.A. 3.875% Senior Notes due 2024Dear Sirs,as discussed, please find below our proposal regarding the Supplemental Indenture (the "Proposal"). * * *SMRH:227541255.1 -1SUPPLEMENTAL *SMRH:4829-8156-3547.11SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April 27, 2018, June 21, 2019, among Warn Industries, Inc., Assured Quality Testing Services, LLC, a Delaware corporation limited liability company (the "Guaranteeing Subsidiary") which is a direct an indirect subsidiary of LKQ Corporation, a Delaware corporation ("Parent"), LKQ Italia Bondco S.p.A., a joint stock company (società per azioni) organized under the laws of the Republic of Italy and a subsidiary of Parent (the "Issuer"), and BNP Paribas Trust Corporation UK Limited, as trustee under the Indenture referred to herein (the "Trustee"). W I T N E S S E T HWHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2016 (the "Indenture"), providing for the issuance of the Issuer's 3.875% Senior Notes due 2024 (the "Notes");WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's payment obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); andWHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. View More
General Provisions. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition in this Agreement (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Company acknowledges that in connection with the Offering of the Securities the Placement Agent: (i) has acted at arms-length, are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) owes the Company only those duties and... obligations set forth in this Agreement and (iii) may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering. In acknowledgment that the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, USELL.COM, INC. By: /s/ Daniel Brauser Name: Daniel Brauser Title: CEO Agreed and accepted as of the date first above written. DAWSON JAMES SECURITIES, INC. By: /s/ Robert D. Keyser, Jr. Name: Robert D. Keyser, Jr. Title: Chief Executive Officer 26 SCHEDULE 2-A Pricing Information Number of Units: 1,550,000 Number of Common Stock included in the Units: one (1) share of common stock for total of 1,550,000 shares Number of Warrants included in the Units: one warrant to purchase one-half share of common stock at exercise price of $3.20 per whole share Shares of Common Stock underlying Warrants: a total of 775,000 shares Public Offering Price per Unit: $3.00 (of which $0.005 shall be attributed to each warrant to purchase one-half shares of common stock included in each Unit) Commissions per Unit: $0.24 Non-accountable expense allowance per Unit: $0.06 Proceeds to Company per Unit (before expenses): $2.70 27 EX-10.1 3 v387064_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 1 North Federal Highway Boca Raton, Florida 33432 August 11, 2014 Ladies and Gentlemen: This letter (this "Agreement") constitutes the agreement between USell.com, Inc., a Delaware corporation (the "Company") and Dawson James Securities, Inc. ("Dawson" or the "Placement Agent") pursuant to which Dawson shall serve as the exclusive placement agent (the "Services") for the Company, on a best efforts basis, in connection with the proposed offer and placement (the "Offering") by the Company of its Securities (as defined Section 3 of this Agreement). The Company and Dawson shall mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed to suggest that Dawson would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Dawson's obligations hereunder are on a reasonable best "efforts basis" only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.View More
General Provisions. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition in this Agreement (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Company acknowledges that in connection with the Offering of the Securities the Placement Agent: (i) has acted at arms-length, are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) owes the Company only those duties and... obligations set forth in this Agreement and (iii) may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering. [Balance of the Page Intentionally Left Blank] 15 In acknowledgment that the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, USELL.COM, SIGMA LABS, INC. By: /s/ Daniel Brauser John Rice Name: Daniel Brauser John Rice Title: CEO Chief Executive Officer Agreed and accepted as of the date first above written. DAWSON JAMES SECURITIES, INC. By: /s/ Robert D. Keyser, Jr. Keyser Name: Robert D. Keyser, Jr. Title: Chief Executive Officer 26 SCHEDULE 2-A Pricing Information Number of Units: 1,550,000 Number of Common Stock included in the Units: one (1) share of common stock for total of 1,550,000 shares Number of Warrants included in the Units: one warrant to purchase one-half share of common stock at exercise price of $3.20 per whole share Shares of Common Stock underlying Warrants: a total of 775,000 shares Public Offering Price per Unit: $3.00 (of which $0.005 shall be attributed to each warrant to purchase one-half shares of common stock included in each Unit) Commissions per Unit: $0.24 Non-accountable expense allowance per Unit: $0.06 Proceeds to Company per Unit (before expenses): $2.70 27 EX-10.1 3 v387064_ex10-1.htm EXHIBIT 10.1 16 EX-10.9 11 ex10-9.htm Exhibit 10.1 COMPANY LETTERHEAD 10.9 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 1 North Federal Highway Boca Raton, Florida 33432 August 11, 2014 January 27, 2020 Ladies and Gentlemen: This letter (this "Agreement") constitutes the agreement between USell.com, Sigma Labs, Inc., a Delaware Nevada corporation (the "Company") and Dawson James Securities, Inc. ("Dawson" or the "Placement Agent") pursuant to which Dawson shall serve as the exclusive placement agent (the "Services") for the Company, on a best efforts basis, in connection with the proposed private offer and placement (the "Offering") by the Company of its Securities (as defined Section 3 of this Agreement). The Company and Dawson shall hereby mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed to suggest that Dawson would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Dawson's obligations hereunder are on a reasonable best "efforts "best efforts basis" only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities. View More
General Provisions. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition in this Agreement (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Company acknowledges that in connection with the Offering of the Securities the Placement Agent: (i) has acted at arms-length, are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) owes the Company only those duties and... obligations set forth in this Agreement and (iii) may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering. In acknowledgment that the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, USELL.COM, INC. By: /s/ Daniel Brauser Name: Daniel Brauser Title: CEO Agreed and accepted as of the date first above written. DAWSON JAMES SECURITIES, INC. By: /s/ Robert D. Keyser, Jr. Name: Robert D. Keyser, Jr. Title: Chief Executive Officer 26 27 SCHEDULE 2-A Pricing Information Number of Units: 1,550,000 [•] Number of Common Stock included in the Units: one (1) share of common stock for total of 1,550,000 shares [•] Number of Warrants included in the Units: one warrant to purchase one-half share of common stock at exercise price of $3.20 per whole share [•] Shares of Common Stock underlying Warrants: a total of 775,000 shares [•] Public Offering Price per Unit: $3.00 (of which $0.005 shall be attributed to each warrant to purchase one-half shares of common stock included in each Unit) $[•] Commissions per Unit: $0.24 $[•] Non-accountable expense allowance per Unit: $0.06 $[•] Proceeds to Company per Unit (before expenses): $2.70 27 EX-10.1 $[•] 28 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. 29 SCHEDULE 3 v387064_ex10-1.htm List of Lock-Up Parties [_] 30 EX-1.1 2 v383069_ex1-1.htm EXHIBIT 10.1 Exhibit 10.1 1.1 COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 1 North Federal Highway Boca Raton, Florida 33432 August 11, July __, 2014 Ladies and Gentlemen: This letter (this "Agreement") constitutes the agreement between USell.com, Inc., a Delaware corporation (the "Company") and Dawson James Securities, Inc. ("Dawson" or the "Placement Agent") pursuant to which Dawson shall serve as the exclusive placement agent (the "Services") for the Company, on a best efforts basis, in connection with the proposed offer and placement (the "Offering") by the Company of its Securities (as defined Section 3 of this Agreement). The Company and Dawson shall mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed to suggest that Dawson would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Dawson's obligations hereunder are on a reasonable best "efforts basis" only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities. View More
General Provisions. (a) Tax Withholding. The Company will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant's FICA and SDI obligations). (b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant's employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between... the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual's employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant. (c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award. (d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. (e) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award will be paid in the event of the Participant's death. Each such designation will revoke all prior designations by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death will be paid to the Participant's estate. (f) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant.View More
General Provisions. (a) Tax (a)Tax Withholding. The Company will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant's FICA and SDI obligations). (b) No 2015 Q3 Bonus Plan Appendix A-2015 7-17-15-1_V2 -4- (b)No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant's employment or service at any time, with or without cause. For purp...oses of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual's employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant. (c) Participation. (c)Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award. (d) Successors. (d)Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. (e) Beneficiary (e)Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award will be paid in the event of the Participant's death. Each such designation will revoke all prior designations by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death will be paid to the Participant's estate. (f) Nontransferability (f)Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant. View More
General Provisions. (a) Tax Withholding. The Company (or the Affiliate employing the applicable Employee) will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant's FICA and SDI obligations). (b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company (or the Affiliate employing the applicable Employee) to terminate any Participant's employment or service at ...any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual's employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant. (c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award. (d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. (e) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award will be paid in the event of the Participant's death. Each such designation will revoke all prior designations by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death will be paid to the Participant's estate. (f) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). distribution. All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant. -5- 7. Amendment, Termination, and Duration. (a) Amendment, Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan. (b) Duration of Plan. The Plan will commence on the date first adopted by the Board or the Committee, and subject to Section 7(a) (regarding the Board's and/or the Committee's right to amend or terminate the Plan), will remain in effect thereafter until terminated. View More
General Provisions. (a) Tax Withholding. The Company will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant's FICA and SDI obligations). (b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant's employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between... the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual's employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant. (c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award. (d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. (e) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award will be paid in the event of the Participant's death. Each such designation will revoke all prior designations by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death will be paid to the Participant's estate. (f) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). distribution. All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant. View More
General Provisions. 2.1 Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid... principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender. 2.2 Prepayment; Redemption. This Note may be prepaid by the Company in whole or in part, except with the prior written consent of the Holder.View More
General Provisions. 2.1 Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid... principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender. 2.2 Prepayment; Redemption. This Prepayment. The Company may prepay this Note may be prepaid by in full but not in part at any time prior to the Company in whole or in part, except with the Maturity Date upon 20 days' prior written consent notice by delivering to the Holder the Principal Amount, together with interest accrued to the date of prepayment and any fees and expenses under the Note that are then due and owing (the "Prepaid Amount") together with a prepayment fee equal to 15% of the Holder. Prepaid Amount. View More
General Provisions. 2.1 Interest Payment. The Company shall pay all accrued and unpaid interest on the Interest Payment Date, computed in accordance with the provisions of this Note. 2.2 Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrend...er and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender. 2.2 Prepayment; Redemption. 1 3. STATUS. 3.1 Status of Note. This Note may be prepaid by the Company in whole or in part, except with the prior written consent is a direct, general and unconditional obligation of the Holder. Company, and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder. View More
General Provisions. a. All individuals signing this Note in their individual capacity and all entities signing this Note are jointly and severally liable. b. Time is of the essence in performance of this Note. c. Borrower waives all suretyship defenses. d. Borrower must sign all documents necessary at any time to comply with this Note. e. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without waiving or g...iving up any of them. 6 f. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. g. If any part of this Note is unenforceable, all other parts remain in effect. h. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. i. Borrower agrees that it shall promptly sign and deliver to Lender an amended and restated form of this Note, to the extent such a modified or revised form is required to comply with any requirement of the Act, the Paycheck Protection Program, or any other SBA requirement, as determined by Lender in its sole discretion. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.] 7 By signing below, each individual or entity becomes obligated as Borrower. Borrower: By: /s/ Mark King Name: Mark King Title: CEO EX-10.1 2 exh101.htm PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE Exhibit 10.1 PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE Customer Number: 3466661 SBA Loan Number: 78228170-02 Principal Amount; $1,924,400.00 SBA Approval Date: 04/08/2020 Effective Date: 04/17/2020 1. AGREEMENT AND ACCEPTANCE This Paycheck Protection Program Promissory Note ("Note") governs and evidences the Paycheck Protection Program Loan ("Loan") that FROST BANK ("Lender"), whose address is Frost Bank, P.O. Box 1600, San Antonio, TX 78296, is providing MICROPAC INDUSTRIES, INC. ("Borrower"), whose address is 905 E WALNUT. The Loan is established under the terms and conditions of the Paycheck Protection Program of the United States Small Business Administration ("SBA") and the CARES Act (2020)(H.R. 748)(15 U.S.C 636 et seq.) (the "Act"). Borrower agrees to be bound by and comply with each and every following term and condition of this Note. Lender agrees, based on the terms and conditions and relying upon the representations and warranties set forth in this Note, to make available to Borrower the Loan as more fully described herein. All interest payable under this Note is computed using this method.View More
General Provisions. a. All individuals signing this Note in their individual capacity and all entities signing this Note are jointly and severally liable. b. Time is of the essence in performance of this Note. c. Borrower waives all suretyship defenses. d. Borrower must sign all documents necessary at any time to comply with this Note. e. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without waiving or g...iving up any of them. 6 f. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. g. If any part of this Note is unenforceable, all other parts remain in effect. h. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. i. Borrower agrees that it shall promptly sign and deliver to Lender an amended and restated form of this Note, to the extent such a modified or revised form is required to comply with any requirement of the Act, the Paycheck Protection Program, or any other SBA requirement, as determined by Lender in its sole discretion. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.] 7 Frost Bank 6 By signing below, each individual or entity becomes obligated as Borrower. Borrower: By: /s/ Mark King Keith Kendall Name: Mark King Keith Kendall Title: CEO EX-10.1 Chief Executive Officer Frost Bank 7 EX-4.2 2 exh101.htm PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE ex4_2.htm EXHIBIT 4.2 Exhibit 10.1 4.2 PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE Customer Number: 3466661 6922033 SBA Loan Number: 78228170-02 86583470-05 Principal Amount; $1,924,400.00 Amount: $4,830,000.00 SBA Approval Date: 04/08/2020 Effective Date: 04/17/2020 1. AGREEMENT AND ACCEPTANCE This Paycheck Protection Program Promissory Note ("Note") governs and evidences the Paycheck Protection Program Loan ("Loan") that FROST BANK ("Lender"), whose address is Frost Bank, P.O. Box 1600, San Antonio, TX 78296, is providing MICROPAC INDUSTRIES, AQUESTIVE THERAPEUTICS INC. ("Borrower"), whose address is 905 E WALNUT. 30 TECHNOLOGY DRSUITE 200, WARREN, NJ 07059-5148. The Loan is established under the terms and conditions of the Paycheck Protection Program of the United States Small Business Administration ("SBA") and the CARES Act (2020)(H.R. 748)(15 748) (15 U.S.C 636 et seq.) (the "Act"). Borrower agrees to be bound by and comply with each and every following term and condition of this Note. Lender agrees, based on the terms and conditions and relying upon the representations and warranties set forth in this Note, to make available to Borrower the Loan as more fully described herein. All interest payable under this Note is computed using this method. View More
General Provisions. a. All a.All individuals signing this Note in their individual capacity and all entities signing this Note are jointly and severally liable. b. Time b.Time is of the essence in performance of this Note. c. Borrower c.Borrower waives all suretyship defenses. d. Borrower d.Borrower must sign all documents necessary at any time to comply with this Note. e. Lender e.Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enfo...rcing any of its rights without waiving or giving up any of them. 6 f. Borrower f.Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. g. If g.If any part of this Note is unenforceable, all other parts remain in effect. h. To h.To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. i. Borrower i.Borrower agrees that it shall promptly sign and deliver to Lender an amended and restated form of this Note, to the extent such a modified or revised form is required to comply with any requirement of the Act, the Paycheck Protection Program, or any other SBA requirement, as determined by Lender in its sole discretion. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.] 7 Frost Bank6 By signing below, each individual or entity becomes obligated as Borrower. Borrower: By: /s/ Mark King Name: Mark King Title: CEO : By Name Jeff Passmore Title Jeffrey R. Passmore, Solely as Chief Financial Officer of Hallmark Financial Services, Inc. Frost Bank7 EX-10.1 2 exh101.htm PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE tm2016614d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE Customer Number: 3466661 3868361 SBA Loan Number: 78228170-02 21126371-08 Principal Amount; $1,924,400.00 Amount: $8,311,000.00 SBA Approval Date: 04/08/2020 04/10/2020 Effective Date: 04/17/2020 04/20/2020 1. AGREEMENT AND ACCEPTANCE This Paycheck Protection Program Promissory Note ("Note") governs and evidences the Paycheck Protection Program Loan ("Loan") that FROST BANK ("Lender"), whose address is Frost Bank, P.O. Box 1600, San Antonio, TX 78296, is providing MICROPAC INDUSTRIES, HALLMARK FINANCIAL SERVICES, INC. ("Borrower"), whose address is 905 E WALNUT. 5420 LYNDON B JOHNSON FWYSUITE 1100, DALLAS, TX 75240-1011. The Loan is established under the terms and conditions of the Paycheck Protection Program of the United States Small Business Administration ("SBA") and the CARES Act (2020)(H.R. 748)(15 U.S.C 636 et seq.) (the "Act"). Borrower agrees to be bound by and comply with each and every following term and condition of this Note. Lender agrees, based on the terms and conditions and relying upon the representations and warranties set forth in this Note, to make available to Borrower the Loan as more fully described herein. All interest payable under this Note is computed using this method. View More
