Miscellaneous Contract Clauses (41,182)

Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Company: Malibu Boats, Inc. 5075 Kimberly Way Loudon, Tennessee 37774 Attention: Wayne R. Wilson with a copy to O'Melveny & Myers LLP 1999 Avenue of the Stars, 7th Floor Los Angeles, California 90067 Attention: John-Paul Motley (ii) to the Underwriters: Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg,... Florida 33716 Attention: John Critchlow Wells Fargo Securities, LLC 375 Park Avenue 4th Floor New York, New York 10152 Attention: Equity Syndicate Department Fax: (212) 214-5918 SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, 11th Floor Atlanta, Georgia 30326 Attention: John Williams with a copy to Morrison & Foerster, LLP 250 West 55th Street New York, New York 10019-9601 Attention: Anna T. Pinedo (iii) to any Selling Stockholder: In care of Malibu Boats, Inc. 5075 Kimberly Way Loudon, Tennessee 37774 Attention: Wayne R. Wilson With a copy to O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 Attention: John-Paul Motley This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and the Selling Stockholders. This Agreement may not be amended or modified except by a written instrument signed by the party against whom such amendment or waiver is sought to be enforced. 15. Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder. This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument. This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party hereto. The Company, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. View More

Miscellaneous. a. The "Effective Date" of this Agreement is the eighth (8th) day after Employee signs this Agreement, provided Employee does not revoke the Agreement. b. Entire Agreement/No Assignment. This instrument sets forth the entire agreement between the parties and no representation, promise, or condition not contained herein will modify these terms except any prior agreements related to inventions, business ideas, confidentiality of corporate information, and non-competition remain intact. The rights ...under this Agreement may not be assigned by Employee, unless Employer consents in writing to said assignment. Employee represents that Employee has not assigned any of the claims related to the matters set forth herein. c. No Admission of Liability. Nothing in this Agreement constitutes the admission of any liability by Employer, the Released Parties or Employee. d. Read Agreement/Advice of Attorney. Employee acknowledges that Employee has read and understood this Agreement, has been advised to and has had the opportunity to discuss it with an attorney of Employee's own choice, agrees to its terms, acknowledges receipt of a copy of same and the sufficiency of the payment recited herein, and signs this Agreement voluntarily. e. Applicable Law and Severability. The parties agree that the terms of this Agreement are contractual in nature and not merely recitals and will be governed and construed in accordance with the laws of the State of Texas. The parties further agree that should any part of this Agreement be declared or determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties intend the legality, validity and enforceability of the remaining parts will not be affected thereby, and said illegal, invalid, or unenforceable part will be deemed not to be a part of the Agreement. f. Notice. Any notice to be given to Employer hereunder will be deemed sufficient if addressed to Employer in writing and hand-delivered or mailed by certified mail to General Counsel, Sally Beauty Holdings, Inc., 3001 Colorado Boulevard, Denton, Texas 76210. Any notice to be given to Employee hereunder will be deemed sufficient if addressed to Employee in writing and hand-delivered or mailed by certified mail to Employee at Employee's last known address as shown on Employer's records. Either party may designate a different address or addresses by giving notice according to this Section. View More

Miscellaneous. Except as expressly amended hereby, the Offer Letter, as amended by this Amendment, shall continue in full force and effect in accordance with its terms. This Amendment is governed by the laws of the state of California, without reference to conflicts of law principles. This Amendment may be executed in counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or... any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. Please acknowledge your agreement with this Amendment by signing below. Sincerely, ARTIVA BIOTHERAPEUTICS, INC. By: /s/ Fred Aslan, MD Name: Fred Aslan, MD Title: Chief Executive Officer & President Acknowledged and Agreed: /s/ Jason Litten, MD Jason Litten, MD Artiva Biotherapeutics, Inc. 4747 Executive Drive #1150, San Diego Ca 92121 View More

Miscellaneous. This Amendment contains the entire agreement of the parties with respect to the subject matter hereof and all prior negotiations, understandings or agreements between the parties with respect to the subject matter hereof are merged herein. This Amendment may be executed in counterparts each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement.

Miscellaneous. The provisions contained under the caption "Miscellaneous" of the Letter Agreement are hereby incorporated herein mutatis mutandis by this reference, and are expressly made applicable hereto. Kindly confirm your agreement to the foregoing by signing a counterpart copy hereof in the space provided below. Sincerely, FLEXSHOPPER, LLC By: Name: Richard House Title: Chief Executive Officer Acknowledged, Confirmed and Agreed to: 122 PARTNERS, LLC By: Name: Marc Malaga Title: Managing Member EX-10.1 2 ...ea157870ex10-1_flexshopper.htm AMENDMENT NO. 3 TO SUBORDINATED DEBT FINANCING LETTER AGREEMENT BETWEEN FLEXSHOPPER, LLC AND 122 PARTNERS, LLC Exhibit 10.1 FlexShopper, LLC 901 Yamato Road, Suite 260 Boca Raton, Florida 33431 March 31, 2022 122 Partners, LLC Attn. : Mr. Marc Malaga Managing Member Re: Amendment No. 3 to Subordinated Debt Financing Letter Agreement Ladies and Gentlemen: Reference is made to the Subordinated Debt Financing Letter Agreement between us, dated January 25, 2019 (the "Letter Agreement"), and the Subordinated Promissory Note in the principal amount of $1,000,000 issued by the Borrower to the Lender pursuant to the Letter Agreement (the "Note"), each as previously amended by amendments dated April 30, 2020 and March 22, 2021. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Letter Agreement. This will confirm the agreement of the Borrower and the Lender to amend the Letter Agreement and the Note as follows: 1. Extension of Note. Effective as of the date hereof, the Maturity Date of the Note is hereby extended from April 1, 2022 through and including April 1, 2023, unless accelerated by reason of an Event of Default and not thereafter cured. View More

Miscellaneous. The Note, the March Warrant, the June Warrant and the Securities Purchase Agreement remain in full force and effect in accordance with their terms. Nothing in this letter agreement, any other correspondence, or any oral communications between the Company and HT should be construed to be a waiver, limitation, or forgiveness of any default or any of HT's default rights and remedies under any of the Note, the March Warrant, the June Warrant and the Securities Purchase Agreement, any other agreement..., instrument or document between the Company and HT, and as provided by applicable law, all of which rights and remedies remain in full force and effect. The terms and provisions of the Note, the March Warrant, the June Warrant and the Securities Purchase Agreement are ratified and confirmed and remain in full force and effect. Any breach of the terms and conditions of this letter agreement will constitute an event of default under the Note, the March Warrant, the June Warrant and the Securities Purchase Agreement, as applicable. If the foregoing correctly sets forth the understanding between the Company and HT, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and HT. [Remainder of Page Left Blank; Signature Page Follows] High Trail Investments SA LLC March 1, 2021 This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. Very truly yours, PARETEUM CORPORATION By: /s/ Alexander Korff Name: Alexander Korff Title: Corporate Secretary AGREED AND ACCEPTED: HIGH TRAIL INVESTMENTS SA LLC By: /s/ Eric Helenek Name: Eric Helenek Title: Authorized Signatory EX-10.1 2 tm218239d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 March 1, 2021 High Trail Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re:Pareteum Corporation Financing Ladies and Gentlemen: This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the "Forbearance Agreement"), the "Note"), made by Pareteum Corporation, a Delaware corporation (the "Company"), to High Trail Investments SA LLC ("HT"). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note. HT and the Company hereby agree as follows: 1. Shares in Lieu of March 1, 2021 Cash Interest Payment. HT hereby agrees to accept, in full satisfaction of the Company's obligation to make the payment of Stated Interest on the March 1, 2021 Interest Payment Date, 625,000 shares of Common Stock (the "Shares in Lieu of Interest Payment"). The Company shall cause its transfer agent to credit such shares to HT's account with The Depositary Trust Company on the date hereof. View More

Miscellaneous. This Amendment and the Acknowledgment and Agreement of Guarantor may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. Transmission by facsimile or "pdf" file of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart. Any party hereto may request an original counterpart of an...y party delivering such electronic counterpart. This Amendment and the rights and obligations of the parties hereto shall be construed in accordance with, and governed by, the laws of the State of California. In the event of any conflict between this Amendment and the Credit Agreements, the terms of this Amendment shall govern. The Export-Import Bank of the United States shall be an express intended beneficiary of this Amendment. View More

Miscellaneous. a. This letter agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. b. The Company may only assign this letter agreement to a successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, provided, that such successor expressly agrees to assume and perform this letter agreement in th...e same manner and to the same extent that the Company would have been required to perform it if no such assignment had taken place, and "Company" shall include any such successor that assumes and agrees to perform this letter agreement, by operation of law or otherwise. c. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. View More

Miscellaneous. (a) Amendment. This Amendment may not be amended, waived, discharged or terminated other than by a written instrument referencing this Amendment and signed by the Company and the Investors representing a Majority in Interest of Investors. (b) Governing Law. This Amendment and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of Ca...lifornia or of any other state. (c) Entire Agreement. This Amendment, the Notes (to the extent not hereby amended) and the Subscription Agreements (as amended), including the exhibits attached thereto, constitute the full and entire understanding and agreement between the parties for the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner for the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein. (d) Severability. If any provision of this Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Amendment, and such court will replace such illegal, void or unenforceable provision of this Amendment with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Amendment shall be enforceable in accordance with its terms. (e) Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals. View More

Miscellaneous. This Agreement sets forth the entire understanding between you and the Company with respect to the subject matter hereto and supersedes all prior oral and written agreements, promises and/or representations on that subject. This Agreement is not an agreement of employment and will not confer upon you any right to be retained by or in the employ of the Company and will not interfere in any way with the right of the Company to terminate your employment or service arrangement at any time or for any... reason. This Agreement will be binding upon any surviving entity resulting from a Change in Control of the Company and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder. The terms of this Agreement, and any action arising hereunder, will be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice of law 6 or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts and you hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any lawsuit filed there against you by Company arising from or related to this Agreement. 7 Except as provided herein, all terms and conditions of your Equity Awards and any other written agreement between you and the Company remain in full force and effect and are not amended by this Agreement. Please countersign below to acknowledge your receipt of this Agreement and your agreement to the terms described herein. With best regards, Akcea Therapeutics, Inc. /s/ Damien McDevitt Damien McDevitt, Ph.D. Chief Executive Officer Acknowledged and agreed: /s/ Michael Price Michael Price 8 EX-10.2 3 d901612dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 AKCEA THERAPEUTICS, INC. May 18, 2020 Michael Price Chief Financial Officer Akcea Therapeutics, Inc. 22 Boston Wharf Road, 9th Floor Boston, MA 02210 Re: Severance and Equity Award Vesting Acceleration Dear Michael: We are pleased to inform you that the Compensation Committee of the Board of Directors of Akcea Therapeutics, Inc. (the "Company") has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the "Agreement"). This Agreement will supersede and replace any prior agreements providing for severance benefits by and between you and the Company. The vesting acceleration described in Section 2 below will apply to the following equity awards (collectively, the "Equity Awards"): • your outstanding compensatory equity awards granted to you prior to the date hereof under the 2015 Equity Incentive Plan, as amended (the "2015 Plan") that are subject to a time-based vesting schedule; and • unless otherwise expressly provided by the Company at the time of grant, any future compensatory equity awards covering Company common stock, including awards of stock options, restricted stock, restricted stock units or other types of equity awards, as applicable, that the Company may grant to you in the future and that are subject to a time-based vesting schedule. Capitalized terms used in this Agreement and not defined herein will have the meanings set forth in the applicable equity incentive plan. This Agreement amends the terms of the Equity Awards that have previously been granted to you and are currently outstanding. For purposes of clarity, any compensatory equity awards that are subject to performance-based vesting will not be "Equity Awards" hereunder and will only vest, if at all, in accordance with the terms of the applicable Plan and award agreement. View More