General Contract Clauses (3,314)

General. This Agreement supersedes any and all prior or contemporaneous agreements between you and Company regarding the subject matter hereof and sets forth the entire agreement between you and Company regarding the subject matter hereof. No modifications will be deemed valid unless reduced to writing and signed by the parties hereto. The failure of Company to seek enforcement of any provision of this Agreement will not be construed as a waiver of such provision or Company's right to seek enforcement of... such provision in the future. The provisions of this Agreement are severable, and if for any reason any part hereof will be found to be unenforceable, the remaining provisions will be enforced in full. This Agreement will be deemed to have been made in Massachusetts, will take effect as an instrument under seal within Massachusetts, and will be governed by and construed in accordance with the laws of Massachusetts, without giving effect to conflict of law principles. The parties agree that any action, claim or counterclaim relating to the terms of this Agreement will be commenced in Massachusetts in a court of competent jurisdiction, and that venue for such actions will lie exclusively in Massachusetts. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. This Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. If the foregoing accurately sets forth our agreement, please sign and date this Agreement below. 4 Yumanity Therapeutics, Inc. By: /s/ Richard Peters Richard Peters, M.D., Ph.D. Chief Executive Officer Dated: 12/16/2022 Confirmed and Agreed: By: /s/ Michael Wyzga Michael Wyzga Dated: 12/16/2022 5 EX-10.16 7 d407996dex1016.htm EX-10.16 EX-10.16 Exhibit 10.16 CONFIDENTIAL December 16, 2022 Michael Wyzga Re: Separation Upon Closing of Merger with Kineta, Inc. Dear Michael: The purpose of this letter agreement (the "Agreement") is to confirm the terms of your separation of employment from Yumanity Therapeutics, Inc. and its subsidiaries (the "Company") upon the Closing, as such term is defined in the Agreement and Plan of Merger, dated as of June 5, 2022, by and among Company and Kineta, Inc. (the "Merger Agreement"). View More

General. The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Right...s to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan. Capitalized terms used in the Plan have the meanings set forth in Section 16. (b) Qualified and Non-Qualified Offerings Permitted. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. Except as otherwise provided in the Plan or determined by the Committee, the Non-423 Component will operate and be administered in the same manner as the 423 Component. View More

General. 7.1 Transfers; Successors and Assigns. (i) This Note, and the obligations and rights of the parties hereunder, shall be binding upon and inure to the benefit of the Company, the holder of this Note, and their respective heirs, successors and assigns; provided, however, that the Company may not transfer or assign its obligations hereunder, by operation of law or otherwise, without the consent of the Requisite Holders; and provided further that the Holder may not transfer or assign its rights here...under, by operation of law or otherwise, except to an Affiliate, without the consent of the Company. (ii) Notwithstanding anything else in this Note to the contrary, the right of any Holder (or transferee) to receive principal or interest payments under this Note may be transferred only through the surrender of the current Note and reissuance of a new note by the Company pursuant to the provisions of this paragraph. The foregoing language is intended to cause the Note to be in "registered form" as defined in Treasury Regulations Sections 5f.103-1(c) and 1.871-14(c) and shall be interpreted and applied consistently therewith. 7.2 No Rights or Liabilities as Stockholder; No Personal Liability. This Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Holder agrees that no stockholder, director or officer of the Company shall have any personal liability for the repayment of this Note. 7.3 Amendment. This Note may be amended or modified, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived, either generally or in a particular instance and either retroactively or prospectively, upon written consent of the Company and the Requisite Holders; provided, however, that no such change, addition, omission or waiver shall reduce the principal on this Note without the consent of the Holder thereof. 5 7.4 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on their signature pages to the Purchase Agreement, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.4. If notice is given to the Company, a copy shall also be sent to Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210, Attn: Mitch Bloom, Esq., which copy shall not constitute notice. 7.5 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 7.6 Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with, the laws of the General Corporation Law of the State of New York (excluding the laws and rules of law applicable to conflicts or choice of law). View More

General. The Subordinated Debt and any and all Subordinated Documents shall be and hereby are subordinated and the Company is not permitted to pay, and no Subordinated Creditor is permitted to receive, any payment on its Subordinated Debt until the full and final payment in cash of the Senior Debt, whether now or hereafter incurred or owed by the Company. Notwithstanding the immediately preceding sentence, the Company shall be permitted to pay, and each Subordinated Creditor shall be permitted to receive..., 3. Enforcement. No Subordinated Creditor will take or omit to take any action or assert any claim with respect to its Subordinated Debt or otherwise which is inconsistent with the provisions of this Agreement. Without limiting the foregoing, no Subordinated Creditor will assert, collect or enforce its Subordinated Debt or any part thereof or take any action to foreclose or realize upon its Subordinated Debt or any part thereof or enforce any of its Subordinated Documents except to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. Until the Senior Debt has been finally paid in full in cash, no Subordinated Creditor shall have any right of subrogation, reimbursement, restitution, contribution or indemnity whatsoever from any assets of the Company or any guarantor of or provider of collateral security for the Senior Debt. Each Subordinated Creditor further waives any and all rights with respect to marshalling. View More

General. 1 2. Shares Subject to the Plan. 1 3. Eligibility and Limitations. 2 4. Options and Stock Appreciation Rights. 3 5. Awards Other Than Options and Stock Appreciation Rights. 6 6. Adjustments upon Changes in Common Stock; Other Corporate Events. 8 7. Administration. 10 8. Tax Withholding 12 9. Miscellaneous. 13 10. Covenants of the Company. 16 11. Additional Rules for Awards Subject to Section 409A. 16 12. Severability. 19 13. Termination of the Plan. 19 14. Definitions 20 i.

General. Customer will, if requested by Boeing, assign to Boeing any of its rights against any supplier as Boeing may require to fulfill its obligations hereunder. AGTA-ASA CAGTA_Exhibit_C 5-1 Rev. : 11/23/04BOEING PROPRIETARY 6. Disclaimer and Release; Exclusion of Liabilities. This Part 5 and the rights and remedies of Customer and the obligations of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibi...t C. AGTA-ASA CAGTA_Exhibit_C 5-2 Rev. : 11/23/04BOEING PROPRIETARY PRODUCT ASSURANCE DOCUMENT PART 6: BOEING INDEMNITIES AGAINST PATENTAND COPYRIGHT INFRINGEMENT 1. Indemnity Against Patent Infringement. Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged patent infringement through Customer's use, lease or resale of any aircraft or any Boeing Product installed on an aircraft at delivery. View More

General. If the requisite agreements and other documents for a Closing are not executed by BFE and GTII by the End of the Exclusivity Period or later if mutually agreed to in writing by all parties, all obligations of the parties under this Agreement, other than the provisions of Paragraphs 7, 8, and 9, will automatically terminate and be of no further force and effect.

General. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales. (b) These Terms constitute the entire agreement between you and the Company as to its subject matter and supersedes and cancels any contract, deed, arrangement, related condition, collateral arrangement, condition, warranty, indemnity or representation imposed, given or made by the Company or you (or an agent of either of them) prior to entering into these Terms. We take this opportunity to welcome you... to the Company and to wish you every future success. Yours sincerely /s/ Robert Deutsch Robert Deutsch Director F45 Training Pty Ltd I accept employment with F45 Training Pty Ltd (ACN 162 731 900) on the terms and conditions set out in these Terms. Signature: /s/ Christopher Payne Date: 16/5/2018 Christopher Payne Schedule Item 1 Position Chief Financial Officer Item 2 Commencement Date 12 June 2018 Item 3 Supervisor Robert Deutsch, Adam Gilchrist and any other person nominated by them from time to time. Item 4 Salary Base Salary $300,000 ("Base Salary") plus Superannuation. The parties acknowledge and agree that the employee's salary will be reviewed after six (6) months. Bonus The employee will be entitled to an annual discretionary bonus to be calculated in accordance with the following: • an amount, not to exceed 25% of the Base Salary, based upon the employee satisfying key performance indicators agreed between the Company and the employee within 4 weeks of the Commencement Date; and • an amount, not to exceed 25% of the Base Salary, based upon the Company satisfying key performance indicators agreed between the Company and the employee within 4 weeks of the Commencement Date. Item 5 Superannuation (9.5% of Salary) $28,500 Item 6 Responsibilities Managing the Group's finances and accounting including (but not limited to) the following: • Financial planning and budgeting; • Management of financial risks; • Record keeping; and • Financial Reporting. EX-10.22 24 d144166dex1022.htm EX-10.22 EX-10.22 Exhibit 10.22 BY EMAIL Christopher Payne ⬛⬛⬛⬛⬛⬛⬛⬛ ⬛⬛⬛⬛⬛⬛⬛⬛ ⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛ Dated: 16 May 2018 Dear Chris, We are pleased to confirm your appointment with F45 Training Pty Ltd (ACN 162 731 900) (Company) and outline below the terms of your employment (Terms). You will have the responsibilities set out in the Schedule and you may be appointed to such other capacities commensurate with your skills, abilities and remuneration level as may be assigned to you by the Company from time to time. Absent any new agreement, the terms of your employment set out in these Terms will apply to any promotion, transfer, or change of position. (b) You are employed exclusively by the Company to provide services to it and you must not without the written consent of the Company work in any capacity for any other person or organisation during your employment other than non-paid or charity work. View More

General. The Committee, in its discretion, may grant Awards to eligible Participants and shall determine whether such Awards intended to be 102 Awards or 3(9) Awards. Each Award shall be evidenced by an Award Agreement, which shall expressly identify the Award type, and be in such form and contain such provisions, as the Committee shall from time to time deem appropriate. 1.2. The Plan shall apply to any Awards granted pursuant to this Appendix, provided, that the provisions of this Appendix shall supers...ede and govern in the case of any inconsistency or conflict, either explicit or implied, arising between the provisions of this Appendix and the Plan. 1.3. Unless otherwise defined in this Appendix, capitalized terms contained herein shall have the same meanings given to them in the Plan. View More

General. These Terms and Conditions of Restricted Stock Unit Award (these "Terms") apply to a particular grant of restricted stock units (the "Award") under the Lantronix, Inc. 2020 Performance Incentive Plan (the "Plan") if incorporated by reference in the Notice of Grant of Restricted Stock Unit Award (the "Notice") corresponding to that particular award. Capitalized terms used in these Terms are used as defined in the Notice or, if not defined in the Notice, as defined in the Plan. The Award has been ...granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. The Notice and these Terms are collectively referred to as the "Award Agreement" applicable to the Award. As used in this Award Agreement, the term "stock unit" means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation's Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind. View More