General Contract Clauses (3,314)

General. Except for the Proprietary Information Agreement and any Employee equity award agreements, this Agreement represents the complete understanding of Employee and EA with respect to its subject matter and supersedes all prior and contemporaneous understandings or agreements. This Agreement will be construed and enforced in accordance with the laws of the State of [California], without regard to choice-of-law provisions. This Agreement may be executed in counterparts and by facsimile and/or scanned ...copy, and each counterpart and facsimile and/or scanned copy shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Payments and benefits provided under this Agreement shall be made in compliance with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and Section 17501, et. seq. of the California Revenue and Taxation Code; to the extent any such payments or benefits are deemed to be deferred compensation subject to the Section 409A or Section 17501, et. seq., the applicable provisions of this Agreement shall be applied, construed and administered so that such payments or benefits are provided in compliance with the applicable requirements of Section 409A and Section 17501, et. seq. If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any reason, the remaining provisions of this Agreement shall continue with full force and effect. This Agreement shall be binding upon all successors, heirs, executors and trustees of the parties. Employee may not assign Employee's rights under this Agreement. View More

General. It is the intention of the LESSOR to enter into this Agreement with the LESSEE to provide a quality premises in which the LESSEE may operate its business and to provide the LESSEE assistance which may be available in order for the operation to grow and prosper. It is the intention of the LESSEE to enter into this Agreement with the LESSOR to operate a quality and profitable business and to provide meaningful quality employment opportunities for its employees. 4 15. COMPLIANCE WITH EDA RESTRICTIV...E COVENANTS The Landlord and Tenant acknowledge that the premises were improved, in part, with funding from the United States Economic Development Administration (EDA), United States Department of Commerce, EDA Project Number 01-01-08909 and are subject to the terms and conditions of the EDA financial assistance award. Consequently, all recipients or owners and/or their successors and assigns, agree as follows: (a)Real Property or tangible Personal Property acquired or improved with EDA Investment Assistance must be used in a manner that is consistent with the authorized general and specific purposes of the Award, in this case, as a business incubator and EDA policies concerning adequate consideration non-relocation and environmental compliance. It may not be used in violation of the nondiscrimination requirements set forth in 13 C.F.R. §302.20 or for inherently religious activities prohibited by applicable federal law. (b)Tenant agrees to provide Landlord and/or EDA with any document, evidence or report required to assure compliance with federal and state law, including, but not limited to, applicable federal and state environmental laws. (c)Any deeds or instruments of conveyance shall contain a covenant which shall prohibit the use of the subject property for any purpose other than the authorized purpose of the EDA grant, which in this case, is as a business incubator. This covenant shall remain in effect for a period of not less than twenty (20) years. View More

General. (a)The headings in this certificate are for reference only and do not constitute terms of the Warrant certificate. (b)Whenever the singular or masculine is used in this Warrant certificate the same shall be deemed to include the plural or the feminine or the body corporate as the context may require. (c)This Warrant certificate shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. (d)Time shall be of the essence of this Warrant certific...ate. (e)This Warrant shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its principles governing the choice or conflict of laws. The Corporation and the Holder hereby irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute related to or arising from this Warrant certificate. (f)All references herein to monetary amounts are references to lawful money of the United States of America. (g)All notices or other communications to be given to the Holder by the Corporation under this Warrant certificate shall be delivered by hand, courier, ordinary prepaid mail, facsimile or electronic mail; and, if delivered by hand, shall be deemed to have been given on the delivery date, if delivered by ordinary prepaid mail shall be deemed to have been given on the fifth day following the delivery date and, if sent by facsimile or electronic mail, on the date of transmission if sent before 5:00 p.m. (local time where the notice is received) on a business day or, if such day is not a business day, on the first business day following the date of transmission. Notices to the Holder shall be addressed to the address of the Holder set out in the Register. Notices to the Corporation shall be addressed to: [●] Each of the Corporation and the Holder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant certificate. [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.] View More

General. 8.1 No Waivers; Amendments. 8.2 Expenses; Attorneys' Fees. 8.3 Binding Effect; Assignment. 8.4 Notices. 8.5 Governing Law; Jurisdiction. 8.6 Other. 8.7 Electronic Execution of Documents.

General. The provisions of this Agreement shall inure to the benefit of and be binding upon the Parties and each and all of their respective heirs, legal representatives, successors and assigns. No other person or entity will have or acquire any right by virtue of this Agreement. (b) Amendments; Waivers: No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by both Parties. No waiver by any Party of any breac...h of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the terms and conditions of the Agreement. This Agreement supersedes all prior negotiations, representations or agreements between the Parties, whether written or oral. (d) Counterparts: This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original and which together shall constitute one instrument. (e) Headings: Each and all of the headings contained in this Agreement are for reference purposes only and shall not in any manner affect the construction or interpretation of this Agreement or be deemed a part of this Agreement for any purpose. (f) Savings Provision: To the extent that any provision of this Agreement or any paragraph, term, provision, sentence, phrase, clause or word of this Agreement shall be found to be illegal or unenforceable for any reason, such paragraph, term, provision, sentence, phrase, clause or word shall be modified or deleted in such a manner as to make this Agreement, as so modified, legal and enforceable under applicable laws. The remainder of this Agreement shall continue in full force and effect. (g) Construction: The language of this Agreement and of each and every paragraph, term and provision of this Agreement shall, in all cases, for any and all purposes, and in any and all circumstances whatsoever be construed according to its fair meaning, not strictly for or against either Party, and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this Agreement. 1 Exhibit 10.1 IN WITNESS WHEREOF, the Parties and the Company have executed this Agreement as of the dates written below. GB Sciences, Inc. Dated: 9/28/2022 /s/ John Poss By: John Poss, CEO Dickinson Hughes LLC Dated: 10/3/2022 /s/ Robert Moody Jr. By: Robert Moody Jr. authorized member and/or manager 2 EX-10.1 2 ex_442900.htm EXHIBIT 10.1 $300,000 NOTE EXTENSION AGREEMENT ex_442900.htm Exhibit 10.1 $300,000 NOTE EXTENSION AGREEMENT This $300,000 Note Extension Agreement (the "Agreement") is made by and between Dickinson Hughes LLC (the "Note Holder"), and GB Sciences, Inc. (the "Company"). The Note Holder and the Company are sometimes referred to hereinafter as the "Parties"). WHEREAS on February 23, 2021, the Company issued to the Note Holder a note in the face amount of $300,000 (the "$300,000 Note"); WHEREAS, pursuant to the $300,000 Note, all principal and interest became due and payable to the Note Holder on February 23, 2022 (the "Original Due Date); WHEREAS on August 18, 2017, the Company issued to the Note Holder a note in the face amount of $250,000 ("Associated Note 1"); WHEREAS on November 6, 2017, the Company issued to the Note Holder a second note in the face amount of $250,000 ("Associated Note 2" and together with Associated Note 1, the "Associated Notes"); WHEREAS the Company has repaid to the Note Holder all principal due under Associated Note 1 and Associated Note 2 but there is interest that remains to be paid on both Associated Notes (the "Remaining Interest Due on the Associated Notes"); NOW, THEREFORE, in consideration of the mutual covenants and promises and other good and valuable consideration, it is mutually agreed as follows: 1. Extension of Original Due Date: In exchange for the payment by the Company to the Note Holder of the of Remaining Interest Due on the Associated Notes and for increasing the interest rate in accordance with paragraph 2 below, the Original Due Date of the $300,000 Note shall be extended to October 1, 2023. Thereafter, the legal obligations of the Company to the Note Holder under the $300,000 Note shall be the same as though the Original Due Date had been October 1, 2023. View More