Miscellaneous Contract Clauses (41,182)
Grouped Into 893 Collections of Similar Clauses From Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Miscellaneous. (a) This Limited Guarantee (together with the Equity Commitment Letter and the Purchase Agreement) constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among each Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates or stockholders, on the other hand. No amendment, suppleme
...ntation, modification or waiver of this Limited Guarantee or any provision hereof shall be enforceable unless approved by the Guaranteed Party and each Guarantor in writing. (b) Any term or provision of this Limited Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable by the Guarantors hereunder to the Cap provided in Section 1 hereof and to the provisions of Sections 7 and 8 hereof. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms. (c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. (d) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.
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Miscellaneous. (a) This Limited
Guarantee (together Guarantee, together with
the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letter and the
Purchase Support Agreement)
constitutes contains the entire agreement
with respect between the parties relative to the subject matter hereof and supersedes
any and all prior
discussions, negotiations, proposals, undertakings, understandings agreements... and agreements, whether written or oral, among each Guarantor or any of their respective Affiliates, on undertakings between the one hand, and parties with respect to the Guaranteed Party or any of its Affiliates or stockholders, on the other hand. subject matter hereof. No amendment, supplementation, modification or waiver of this Limited Guarantee or any provision hereof shall be enforceable unless approved by the Guaranteed Party and each the Guarantor in writing. (b) Any term or provision of this Limited Guarantee hereof that is invalid prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable by the Guarantors hereunder to the Cap provided in Section 1 hereof Maximum Amount and to the provisions of Sections 7 8 and 8 hereof. Each party hereto covenants 9 and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms. Section 14(b). (c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated. The word "including" and words of similar import when used in this Limited Guarantee will mean "including, without limitation," unless otherwise specified. 9 (d) All Each of the parties acknowledge hereto acknowledges that each party and its respective counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.
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Miscellaneous. (a) This Limited
Guarantee (together with the Equity Commitment Letter and the Purchase Agreement) constitutes Guaranty contains the entire agreement
between the parties with respect to the subject matter
hereof of this Limited Guaranty and supersedes any
prior discussion, correspondence, negotiation, agreement, understanding or arrangement and
all prior discussions, negotiations, proposals, undertakings, understandings and there are no agreements,
whether written understandings, representations... or oral, among each Guarantor warranties between the parties other than those set forth or referred to in this Limited Guaranty. (b) This Limited Guaranty may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any of their respective Affiliates, on the one hand, and the Guaranteed Party such modification or any of its Affiliates or stockholders, on amendment is sought. Either party to this Limited Guaranty may, only by an instrument in writing, waive compliance by the other hand. No amendment, supplementation, modification or waiver of parties to this Limited Guarantee or Guaranty with any provision hereof shall be enforceable unless approved by the Guaranteed Party and each Guarantor in writing. (b) Any term or provision of this Limited Guarantee Guaranty with which such other parties to this Limited Guaranty are obligated to perform or comply. The waiver by any party to this Limited Guaranty of a breach of any term or provision of this Limited Guaranty shall not be construed as a waiver of any subsequent breach. No delay or omission on the part of the Guaranteed Party in exercising any right, power or remedy under this Limited Guaranty will operate as a waiver thereof. (c) Any term or provision hereof that is prohibited, invalid or unenforceable in any situation in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition prohibition, invalidity or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any situation in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee Guaranty may not be enforced without giving effect to the limitation of the amount payable by the Guarantors hereunder to the Cap provided in Section 1 hereof and to the provisions of Sections 7 9 and 8 hereof. Each party hereto covenants 10 and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms. (c) Section 16(c). (d) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. (d) Guaranty. (e) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee Guaranty and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee. Guaranty.
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Miscellaneous. 13.1. Entire Agreement. This Warrant Agreement and the form of Warrant Certificate annexed hereto as Exhibit A contains the entire Warrant Agreement between the parties hereto with respect to the transactions contemplated by this Warrant Agreement and supersedes all prior negotiations, arrangements or understandings with respect thereto. 13.2. Counterparts. This Warrant Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of
...which shall be deemed an original. 13.3. Governing Law. This Warrant Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. -12- 13.4. Descriptive Headings. The descriptive headings of this Warrant Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant Agreement. 13.5. Notices. Any notice or other communications required hereunder to be given to a Registered Holder shall be in writing and shall be sufficiently given, if mailed (first class, postage prepaid), or personally delivered, addressed in the name and at the address of such Registered Holder appearing from time to time on the records of the Warrant Agent. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or certified mailed to the Company as follows, or at such other address as the Company shall have designated by written notice to the Warrant Agent: PCI Media, Inc. 523 Victoria Avenue Venice, California 90291 Attn: Chief Executive Officer with a copy to: Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 Attn: Anthony J. Richmond, Esq. David A. Zaheer, Esq. Notices or other communications to the Warrant Agent shall be deemed to have been sufficiently given if delivered by hand or mailed (first class, postage prepaid) to its then principal office. Notice by mail shall be deemed given when deposited in the mail, postage prepaid. 13.6. Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 13.7. Persons Having Rights Under this Warrant Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or entity other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 5.5, 7.1 and 7.4 hereof, the representative of the underwriters, any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The representative of the underwriters (on behalf of the underwriters) shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 5.5, 7.1 and 7.4 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the representative of the underwriters with respect Sections 5.5, 7.1 and 7.4 hereof) and their successors and assigns and of the Registered Holders of the Warrants.
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Miscellaneous.
13.1. 12.1. Entire Agreement. This Warrant Agreement and the form of Warrant Certificate annexed hereto as Exhibit A contains the entire Warrant Agreement between the parties hereto with respect to the transactions contemplated by this Warrant Agreement and supersedes all prior negotiations, arrangements or understandings with respect thereto.
13.2. 12.2. Counterparts. This Warrant Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement
...and each of which shall be deemed an original. 13.3. 12.3. Governing Law. This Warrant Agreement shall be governed by the laws of the State of Delaware, Colorado, without giving effect to the principles of conflicts of laws thereof. -12- 13.4. 12.4. Descriptive Headings. The descriptive headings of this Warrant Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant Agreement. 13.5. 12.5. Notices. Any notice or other communications required hereunder to be given to a Registered Holder shall be in writing and shall be sufficiently given, if mailed (first class, postage prepaid), or personally delivered, addressed in the name and at the address of such Registered Holder appearing from time to time on the records of the Warrant Agent. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or certified mailed to the Company as follows, or at such other address as the Company shall have designated by written notice to the Warrant Agent: PCI Media, RMR Industrials, Inc. 523 Victoria Avenue Venice, California 90291 9595 Wilshire Blvd., Suite 310 Beverly Hills, CA 90212 Attn: Chief Executive Officer [Ÿ] with a copy to: Latham & Watkins Greenberg Traurig, LLP 140 Scott Drive Menlo Park, California 94025 1201 K Street, Suite 1100 Sacramento, CA 95814 Attn: Anthony J. Richmond, Esq. David A. Zaheer, Mark C. Lee, Esq. Notices or other communications to the Warrant Agent shall be deemed to have been sufficiently given if delivered by hand or mailed (first class, postage prepaid) to its then principal office. Notice by mail shall be deemed given when deposited in the mail, postage prepaid. 13.6. 12.6. Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 13.7. 12.7. Persons Having Rights Under this Warrant Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or entity corporation other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 5.5, 5.4, 7.1 and 7.4 hereof, the representative of the underwriters, any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The representative of the underwriters (on behalf of the underwriters) shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 5.5, 5.4, 7.1 and 7.4 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the representative of the underwriters with respect Sections 5.5, 5.4, 7.1 and 7.4 hereof) and their successors and assigns and of the Registered Holders of the Warrants. 12.8. Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 12.9. Consequential Damages. Notwithstanding anything in this Warrant Agreement to the contrary, neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provision of this Warrant Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.
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Miscellaneous. 13.1. Entire Agreement. This Warrant Agreement and the form of Warrant Certificate annexed hereto as Exhibit A contains the entire Warrant Agreement between the parties hereto with respect to the transactions contemplated by this Warrant Agreement and supersedes all prior negotiations, arrangements or understandings with respect thereto. 13.2. Counterparts. This Warrant Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of
...which shall be deemed an original. 13.3. Governing Law. This Warrant Agreement shall be governed by the laws of the State of Delaware, New York, without giving effect to the principles of conflicts of laws thereof. -12- 13.4. Descriptive Headings. The descriptive headings of this Warrant Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant Agreement. 13.5. Notices. Any notice or other communications required hereunder to be given to a Registered Holder shall be in writing and shall be sufficiently given, if mailed (first class, postage prepaid), or personally delivered, addressed in the name and at the address of such Registered Holder appearing from time to time on the records of the Warrant Agent. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or certified mailed to the Company as follows, or at such other address as the Company shall have designated by written notice to the Warrant Agent: PCI Media, Frankly Inc. 523 Victoria Avenue Venice, California 90291 Attn: Chief Executive Officer 333 Bryant Street, Suite 240 San Francisco, CA 94107 Attention: John Wilk, General Counsel with a copy to: Latham Ellenoff Grossman & Watkins Schole LLP 140 Scott Drive Menlo Park, California 94025 1345 Avenue of the Americas Attn: Anthony J. Richmond, Esq. David A. Zaheer, Richard I. Anslow, Esq. Notices or other communications to the Warrant Agent shall be deemed to have been sufficiently given if delivered by hand or mailed (first class, postage prepaid) to its then principal office. Notice by mail shall be deemed given when deposited in the mail, postage prepaid. 13.6. Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 13.7. Persons Having Rights Under this Warrant Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or entity corporation other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 5.5, 5.4, 7.1 and 7.4 hereof, the representative of the underwriters, any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The representative of the underwriters (on behalf of the underwriters) shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 5.5, 5.4, 7.1 and 7.4 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the representative of the underwriters with respect Sections 5.5, 5.4, 7.1 and 7.4 hereof) and their successors and assigns and of the Registered Holders of the Warrants. 13.8 Submission to Jurisdiction. The Company irrevocably (a) submits to the jurisdiction of the Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement (each a "Proceeding"), (b) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. The Company irrevocably appoints [●], [address, phone and fax number], as its agent to receive service of process or other legal summons for purposes of any such Proceeding that may be instituted in any court in the United States of America. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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Miscellaneous. This Assignment Agreement shall inure to the benefit of the LSC, its successors and assigns. In the event any provision hereof is determined to be unenforceable or invalid such provision or such part thereof as may be unenforceable or invalid shall be deemed severed from this Assignment Agreement and the remaining provisions carried out with the same force and effect as if the severed provisions or part thereof had not been made a part hereof.
Miscellaneous. This Assignment Agreement shall inure to the benefit of the
LSC, Donnelley Financial, its successors and assigns. In the event any provision hereof is determined to be unenforceable or invalid such provision or such part thereof as may be unenforceable or invalid shall be deemed severed from this Assignment Agreement and the remaining provisions carried out with the same force and effect as if the severed provisions or part thereof had not been made a part hereof.
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Miscellaneous. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Plan, including any amendments or supplements thereto, the terms of this Agreement shall be controlling.
Miscellaneous. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Plan,
the terms of the Plan shall be controlling. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Dynegy Inc. Severance Plan, including any amendments or supplements thereto, the terms of this Agreement shall be controlling.
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Miscellaneous. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to the jurisdiction thereof. The failure of either party to enforce its rights under this Agreement at any time for any perio
...d shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I acknowledge and agree that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, the Company is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies.
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Miscellaneous. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of
New York Delaware without regard to the conflict of laws provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in
New York or with jurisdiction over San Francisco County,
New York, California, and each party consents to the jurisdiction
thereof. thereof; however, the Company may s...eek injunctive relief and specific performance in any court of competent jurisdiction. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If one or more provisions of this Agreement are is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I acknowledge and agree that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, the Company is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. This Employee Inventions and Proprietary Information Agreement may be executed electronically and/or in counterpart originals, each of which shall be deemed an original instrument for all purposes, but all of which shall comprise one and the same instrument.
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Miscellaneous. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of
New York Delaware, unless I am employed in (i) Washington, in which case this Agreement shall be resolved in accordance with the laws of the State of Washington, (ii) California, in which case this Agreement shall be resolved in accordance with the laws of the State of California or (iii) Massachusetts, in which case this Agreement shall be resolved in accordance with th...e laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. Any If Section 4(f) applies, any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in New York Suffolk County, New York, Massachusetts, and each party consents to the jurisdiction thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If one or more provisions of this Agreement are is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I acknowledge and agree that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, the Company is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies.
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Miscellaneous. 11.1 Governing Law. The terms of this Note shall be construed in accordance with the laws of the State of Delaware, as applied to contracts entered into by Delaware residents within the State of Delaware, and to be performed entirely within the State of Delaware. 11.2 Successors and Assigns; Assignment. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Neither party may assign this Note or delegate any of
... its rights or obligations hereunder without the written consent of the other party. 11.3 Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting the Note. 11.4 Notices. All notices or other communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed or delivered to each party at the respective addresses of the parties as set forth in this Section 11.4. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or electronic mail (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being sent by registered or certified mail, return receipt requested. All communications shall be sent to the Purchaser at the address, facsimile number, or e-mail address set forth on the signature page hereto, or if to the Company, to it at 10210 Campus Point Drive, Suite 150, San Diego, California 92121, Attn: David Rector (or to such other address or e-mail address as the Purchaser or the Company by notice to the other party) with a copy (which shall not constitute notice) to Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, NJ 08540, Attn: Emilio Ragosa, Esq. 11.5 Amendment; Modification; Waiver. This Note (and the other Notes) may be amended, modified or waived with the written consent of the Company and the holders of a majority of the outstanding principal amount of the Notes (the "Requisite Purchasers"). Notwithstanding the foregoing, no amendment or waiver of any provision of any Notes (i) shall be affected unless all Notes are treated similarly and not disproportionately, and (ii) shall not be binding on the Company (unless consented to in writing by the Company) if such amendment or waiver would increase the financial obligations of the Company under this Note (regardless of whether such amendment or waiver applies identically to all other Notes). 11.6 Usury. In the event any Interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the Interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of the Principal Amount and applied against the Principal Amount of this Note. 11.7 Counterparts. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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Miscellaneous. 11.1 Governing Law. The terms of this Note shall be construed in accordance with the laws of the State of
Delaware, Minnesota, as applied to contracts entered into by
Delaware Minnesota residents within the State of
Delaware, Minnesota, and to be performed entirely within the State of
Delaware. Minnesota. 11.2 Successors and Assigns; Assignment. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Neither pa
...rty may assign this Note or delegate any of its rights or obligations hereunder without the written consent of the other party. 11.3 Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting the Note. 11.4 Notices. All notices or other communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed or delivered to each party at the respective addresses of the parties as set forth in this Section 11.4. All such notices and communications will shall be deemed effectively given given: (a) upon personal delivery to the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or electronic mail (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four party to be notified, (b) five (5) days after being having been sent by registered or certified mail, return receipt requested. requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Purchaser at the address, facsimile number, or e-mail address set forth on the signature page hereto, or if to the Company, to it at 10210 Campus Point Drive, Suite 150, San Diego, California 92121, 7760 France Avenue South, 11th Floor, Minneapolis, MN 55435, Attn: David Rector William Cavanaugh, Facsimile: (888) 370-2819 (or to such other address address, facsimile number, or e-mail address as the Purchaser or the Company as a party may designate by notice to the other party) with a copy (which shall not constitute notice) to Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, NJ 08540, Attn: Emilio Ragosa, Esq. Esq., Facsimile: (609) 919-6701. 11.5 Amendment; Modification; Waiver. This Note (and the other Notes) may be amended, modified or waived with the written consent of the Company and the holders of a majority of the outstanding principal amount of the Notes (the "Requisite Purchasers"). Notwithstanding the foregoing, no amendment or waiver of any provision of any Notes (i) shall be affected unless all Notes are treated similarly and not disproportionately, and (ii) shall not be binding on the Company (unless consented to in writing by the Company) if such amendment or waiver would increase the financial obligations of the Company under this Note (regardless of whether such amendment or waiver applies identically to all other Notes). 11.6 Usury. In the event any Interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the Interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of the Principal Amount and applied against the Principal Amount of this Note. 11.7 Counterparts. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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Miscellaneous. (a) This Amendment shall be construed according to and governed by the laws of the jurisdiction(s) which are specified by the Leases without regard to its conflicts of law principles. The parties hereto hereby irrevocably submit to the jurisdiction of any court of competent jurisdiction located in such applicable jurisdiction in connection with any proceeding arising out of or relating to this Amendment. (b) If any provision of this Amendment is adjudicated to be invalid, illegal or unenforceabl
...e, in whole or in part, it will be deemed omitted to that extent and all other provisions of this Amendment will remain in full force and effect. (c) Neither this Amendment nor any provision hereof may be changed, modified, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of such change, modification, waiver, waiver, discharge or termination is sought. (d) The paragraph headings and captions contained in this Amendment are for convenience of reference only and in no event define, describe or limit the scope or intent of this Amendment or any of the provisions or terms hereof. (e) This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns. (f) This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. 5 (g) Except as specifically modified in this Amendment, all of the provisions of the Leases remain unchanged and continue in full force and effect. (h) This Amendment shall not be effective unless and until (i) all requisite notices in respect hereof have been filed with all applicable Gaming Authorities, (ii) any advance notice period with respect to Gaming Authorities applicable hereto shall have expired and (iii) all approvals from all applicable Gaming Authorities required for the parties hereto to consummate the amendments to the Leases hereunder shall have been obtained, whereupon this Amendment shall be effective retroactive as of the Effective Date. Each of Tenant and Landlord hereby agrees to give prompt written notice to the other upon the satisfaction of the foregoing clauses (i) through (iii) with respect to such party.
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Miscellaneous.
(a) This (a)This Amendment shall be construed according to and governed by the laws of the jurisdiction(s) which are specified by the
Leases Lease without regard to its conflicts of law principles. The parties hereto hereby irrevocably submit to the jurisdiction of any court of competent jurisdiction located in such applicable jurisdiction in connection with any proceeding arising out of or relating to this Amendment.
(b) If (b)If any provision of this Amendment is adjudicated to be invalid, ill
...egal or unenforceable, in whole or in part, it will be deemed omitted to that extent and all other provisions 11 of this Amendment will remain in full force and effect. (c) Neither (c)Neither this Amendment nor any provision hereof may be changed, modified, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of such change, modification, waiver, waiver, discharge or termination is sought. (d) The (d)The paragraph headings and captions contained in this Amendment are for convenience of reference only and in no event define, describe or limit the scope or intent of this Amendment or any of the provisions or terms hereof. (e) This (e)This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns. (f) This (f)This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. 5 (g) Except Facsimile and/or .pdf signatures shall be deemed as originals for all purposes. (g)Except as specifically modified in this Amendment, all of the provisions of the Leases Lease remain unchanged and continue in full force and effect. (h) This (h)This Amendment shall not be effective unless and until (i) all requisite notices in respect hereof have been filed with all applicable Gaming Authorities, and (ii) any advance notice period with respect to Gaming Authorities applicable hereto shall have expired and (iii) all approvals from all applicable Gaming Authorities required for the parties hereto to consummate the amendments to the Leases Lease hereunder shall have been obtained, whereupon this Amendment shall be effective retroactive as of the Effective Date. Each of Tenant and Landlord hereby agrees to give prompt written notice to the other upon the satisfaction of the foregoing clauses (i) through (iii) (ii) with respect to such party. Tenant hereby agrees, as promptly as reasonably practicable following the Effective Date and to the extent not completed prior to the Effective Date, to (i) notify the Missouri Gaming Commission of the proposed Work, (ii) identify all regulatory filings and approvals that will be required in order for such proposed Work to be completed and (iii) make all regulatory filings and obtain all approvals required from the Missouri Gaming Commission to complete the Work. (i)Each of Tenant and Landlord shall cooperate with each other and use their respective commercially reasonable efforts to, as promptly as practicable, take, or cause to be taken, all appropriate action, and do or cause to be done all things necessary under applicable laws, including Gaming Regulations, or otherwise, to satisfy the conditions set forth in Section 4(h). Each of Tenant and Landlord hereby agrees to give prompt written notice to the other upon the satisfaction of the conditions set forth in Section 4(h) with respect to such party.
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Miscellaneous. (a) This Amendment shall be construed according to and governed by the laws of the jurisdiction(s) which are specified by the
Leases Master Lease without regard to its conflicts of law principles. The parties hereto hereby irrevocably submit to the jurisdiction of any court of competent jurisdiction located in such applicable jurisdiction in connection with any proceeding arising out of or relating to this Amendment. (b) If any provision of this Amendment is adjudicated to be invalid, illegal or
... unenforceable, in whole or in part, it will be deemed omitted to that extent and all other provisions of this Amendment will remain in full force and effect. (c) Neither this Amendment nor any provision hereof may be changed, modified, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of such change, modification, waiver, waiver, discharge or termination is sought. (d) The paragraph headings and captions contained in this Amendment are for convenience of reference only and in no event define, describe or limit the scope or intent of this Amendment or any of the provisions or terms hereof. (e) This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns. 2 (f) This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. 5 Facsimile and/or .pdf signatures shall be deemed as originals for all purposes. (g) Except as specifically modified in this Amendment, all of the provisions of the Leases Master Lease remain unchanged and continue in full force and effect. (h) This Amendment shall not Tenant represents and warrants to Landlord that there are no gaming regulatory approvals, notices and/or waiting periods necessary or advisable to be effective unless and until (i) all requisite notices obtained or fulfilled in respect hereof have been filed connection with all applicable Gaming Authorities, (ii) any advance notice period with respect to Gaming Authorities applicable hereto shall have expired and (iii) all approvals from all applicable Gaming Authorities required for the parties hereto to consummate the amendments to the Leases hereunder shall have been obtained, whereupon effectiveness of this Amendment shall be effective retroactive as of the Effective Date. Each of Tenant and Landlord hereby agrees to give prompt written notice to the other upon the satisfaction of the foregoing clauses (i) through (iii) with respect to than such party. approvals, notices, and/or waiting periods that have already been obtained or fulfilled.
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Miscellaneous. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. The headings in this Agreement are solely for convenien
...ce of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. The Grantee shall cooperate and take such actions as may be reasonably requested by the Corporation in order to carry out the provisions and purposes of the Agreement. The Grantee is responsible for complying with all laws applicable to Grantee, including federal and state securities reporting laws. NAVIENT CORPORATION By: Jack Remondi President and Chief Executive Officer Accepted by: Date 6 EX-10.1 2 navi-ex101_90.htm EX-10.1 navi-ex101_90.htm Exhibit 10.1 Navient Corporation 2014 Omnibus Incentive PlanPerformance Stock Unit Agreement Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of May 24, 2018 (the "Plan"), the Compensation and Personnel Committee (the "Committee") of the Navient Corporation Board of Directors ("Board") hereby grants to ________________ (the "Grantee") on _____________, 2019 (the "Grant Date") an award (the "Award") of __________ shares of Performance Stock Units ("PSUs"), which represent the right to acquire shares of common stock of Navient Corporation (the "Corporation") subject to the following terms and conditions of this Performance Stock Unit Agreement (the "Agreement"): 1. Vesting Schedule. Unless vested earlier as set forth below, the PSUs will vest, and will be settled in shares of the Corporation's common stock, based on the following vesting terms: • Subject to the other provisions of this Section 1, a specified percentage of the total PSUs granted shall vest based on the Corporation's performance for fiscal years 2019, 2020 and 2021 in the aggregate, as shown in the following performance chart: Performance Metric Weight Percentage of PSUs Vesting** 0% 50% 100% 150% Net Student Loan Cash Flows 70% Less than$8.2 billion $8.2 billion $9.1 billion $9.9 billionor greater Return on Equity* 10% / 10% / 10% Less than11.2% 11.2% 12.7% 14.2% * Return on Equity (ROE) performance targets and range for 2019 only. ROE performance targets and range for 2020 and 2021 to be established by the Committee at the beginning of each respective year, with each year's performance counting 1/3 towards the total 30% weight. ** For points between each performance level, the vesting percentages will be interpolated. • Each vested PSU will be settled in shares of the Corporation's common stock. PSUs shall vest on the second business day after the Corporation's annual report on Form 10-K for the fiscal year 2021 is filed, and in no event later than March 15, 2022. • "Net Student Loan Cash Flows" shall mean the Corporation's aggregate cash flows net of secured borrowings from student loans realized for the fiscal years 2019, 2020 and 2021, including student loan cash flows realized from new acquisitions, but excluding the impact of cash flows for fiscal years beyond 2021 that are accelerated through securitizing or pledging unencumbered student loans, or through loan sales.
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Miscellaneous. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. The headings in this Agreement are solely for convenien
...ce of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. The Grantee shall cooperate and take such actions as may be reasonably requested by the Corporation in order to carry out the provisions and purposes of the Agreement. The Grantee is responsible for complying with all laws applicable to Grantee, including federal and state securities reporting laws. 6 NAVIENT CORPORATION By: Jack Remondi President and Chief Executive Officer Accepted by: Date 6 7 EX-10.1 2 navi-ex101_90.htm navi-ex101_27.htm EX-10.1 navi-ex101_90.htm navi-ex101_27.htm Exhibit 10.1 Navient Corporation 2014 Omnibus Incentive PlanPerformance Stock Unit Agreement Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of May 24, 2018 (the "Plan"), the Compensation and Personnel Committee (the "Committee") of the Navient Corporation Board of Directors ("Board") hereby grants to ________________ (the "Grantee") on _____________, 2019 2020 (the "Grant Date") an award (the "Award") of __________ shares of Performance Stock Units ("PSUs"), which represent the right to acquire shares of common stock of Navient Corporation (the "Corporation") subject to the following terms and conditions of this Performance Stock Unit Agreement (the "Agreement"): 1. Vesting Schedule. Unless vested earlier as set forth below, the PSUs will vest, and will be settled in shares of the Corporation's common stock, based on the following vesting terms: • Subject to the other provisions of this Section 1, a specified percentage of the total PSUs granted shall vest based on the Corporation's performance for fiscal years 2019, 2020 2020, 2021 and 2021 2022 in the aggregate, as shown in the following performance chart: Performance Metric Metric* Weight Percentage of PSUs Vesting** 0% 50% 100% 150% Net Student Loan Cash Flows 70% Less than$8.2 than$6.75 billion $8.2 $6.75 billion $9.1 $7.8 billion $9.9 $8.7 billionor greater Return on Equity* Equity 10% / 10% / 10% Less than11.2% 11.2% 12.7% 14.2% than18.6% 18.6% 20.6% 22.6% * Net Student Loan Cash Flows performance targets and range for 2020-2022 in the aggregate. Return on Equity (ROE) performance targets and range for 2019 2020 only. ROE performance targets and range for 2020 2021 and 2021 2022 to be established by the Committee at the beginning of each respective year, with each year's performance counting 1/3 towards the total 30% weight. Vesting of any PSUs earned based on ROE performance for a given year remain subject to Grantee's continued employment through the Vesting Date, subject to the terms below. ** For points between each performance level, the vesting percentages will be interpolated. • Each vested PSU will be settled in shares of the Corporation's common stock. PSUs shall vest on the second business day after the Corporation's annual report on Form 10-K for the fiscal year 2021 2022 is filed, and in no event later than March 15, 2022. 2023. • "Net Student Loan Cash Flows" shall mean the Corporation's aggregate cash flows net of secured borrowings from student loans realized for the fiscal years 2019, 2020 2020, 2021 and 2021, 2022, including student loan cash flows realized from new acquisitions, but excluding the impact of cash flows for fiscal years beyond 2021 2022 that are accelerated through securitizing or pledging unencumbered student loans, loans or through loan sales. OHSWEST:261493461.3 DRAFT 01/25/12 9:24AM • "Return on Equity" shall mean a percentage equal to the Corporation's "core earnings" net income for each of fiscal years 2020, 2021 and 2022, divided by average stockholder's equity for each such year (determined using the average balance of stockholder's equity on a "core earnings" basis for each quarter in a given year), using yearly "core earnings" net income as shown in the segment reporting footnote in the Corporation's audited financial statements as published in the Corporation's annual report on Form 10-K, excluding the impact of any regulatory and restructuring costs.
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Miscellaneous. This Amendment may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. Each of the schedules or exhibits referred to herein (if any), is incorporated herein as if fully set forth in this Amendment. If any of the provisions of this Amendment be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Amendment
...shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. No waiver of any right under this Amendment shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Amendment. Tenant waives any right it may have to require the provisions of this Amendment to be construed against the party who drafted it.
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Miscellaneous. This Amendment
sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them with respect to the same. The parties confirm that there are no other promises, covenants, understandings, agreements, representations or warranties with respect to the subject matter of this Amendment except as expressly set forth herein or in the Lease. Neither this Amendment nor the Lease may
not be amended
or rescinded in any manne
...r except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. Each of the schedules or exhibits referred to herein (if any), is incorporated herein as if fully set forth in this Amendment. If any of the provisions of this Amendment be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Amendment shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. No waiver of any right under this Amendment shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Amendment. Tenant waives any right it may have to require the provisions of this Amendment to be construed against the party who drafted it.
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Miscellaneous. This Amendment may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. Each of the schedules or exhibits referred to herein (if any), is incorporated herein as if fully set forth in this Amendment. If any of the provisions of this Amendment be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Amendment
...shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. No waiver of any right under this Amendment shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Amendment. 3 13. Representation. Tenant acknowledges that it has been represented, or has had sufficient opportunity to obtain representation of counsel with respect to this Amendment. Tenant represents to Landlord that Tenant has read and understood the terms hereof and the consequences of executing this Amendment and that, except as expressly set forth herein, no representations have been made to Tenant to induce the execution of this Amendment. Tenant further waives any right it may have to require the provisions of this Amendment to be construed against the party who drafted it.
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Miscellaneous. This Agreement (a) shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard for the conflict of laws principles thereof, (b) shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, legal representatives and assigns, (c) may not be changed orally but only by an agreement in writing signed by the party against whom any waiver, change, amendment, notification or discharge is sought, and (d) contai
...ns the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, oral or written, between the parties hereto. The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. SUTOR STEEL TECHNOLOGY CO., LTD. By:/s Lifang Chen Name: Lifang Chen Title: Chairwoman ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: /s/ Zhuo Wang Zhuo Wang Address: c/o Sutor Steel Technology Co., Ltd. No 8, Huaye Road Dongbang Industrial Park Changshu, China, 215534 EX-10.1 2 v369637_ex10-1.htm EXHIBIT 10.1 SUTOR STEEL TECHNOLOGY CO., LTD. No 8, Huaye Road, Dongbang Industrial Park Changshu, People's Republic of China, 215534 (86) 512-52680988 February 24, 2014 By Hand Delivery Zhuo Wang Dear Mr. Wang The purpose of this letter agreement (the "Agreement") is to confirm your employment arrangement with SUTOR STEEL TECHNOLOGY CO., LTD. (the "Company"), on the following terms and conditions: 1. Duties. You will be employed as the Chief Executive Officer, subject to the supervision of the board of directors. Your duties will include but not be limited to, developing and implementing high-level strategies, making major corporate decisions, managing the overall operations and resources of the Company, and acting as the main point of communication between the board of directors and the corporate operations. During your employment by Company, you shall not engage in any activity or have any business interest which in any manner interferes with the proper performance of your duties, conflicts with the interest of Company or brings into disrepute the business reputation of Company.
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Miscellaneous. This Agreement (a) shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard for the conflict of laws principles thereof, (b) shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, legal representatives and assigns, (c) may not be changed orally but only by an agreement in writing signed by the party against whom any waiver, change, amendment, notification or discharge is sought, and (d) contai
...ns the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, oral or written, between the parties hereto. The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. SUTOR STEEL TECHNOLOGY CO., LTD. By:/s Lifang Chen By: /s/ Zhuo Wang Name: Lifang Chen Zhuo Wang Title: Chairwoman Chief Executive Officer ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: /s/ Zhuo Wang Zhuo Wang Shoubin Xiong Shoubin Xiong Address: c/o Sutor Steel Technology Co., Ltd. No 8, Huaye Road Dongbang Industrial Park Changshu, China, 215534 EX-10.1 2 v369637_ex10-1.htm EX-10.2 3 v369637_ex10-2.htm EXHIBIT 10.1 10.2 SUTOR STEEL TECHNOLOGY CO., LTD. No 8, Huaye Road, Dongbang Industrial Park Changshu, People's Republic of China, 215534 (86) 512-52680988 February 24, 2014 By Hand Delivery Zhuo Wang Shoubin Xiong Dear Mr. Wang Xiong The purpose of this letter agreement (the "Agreement") is to confirm your employment arrangement with SUTOR STEEL TECHNOLOGY CO., LTD. (the "Company"), on the following terms and conditions: 1. Duties. You will be employed as the Chief Executive Operating Officer, subject to the supervision of the board of directors. Your duties will include but not be limited to, developing and implementing high-level strategies, making major corporate decisions, managing the overall operations and resources daily operation of the Company, Company and acting as reporting to the main point Chief Executive Officer, implementing of communication between effective growth strategies and processes, collaborating with the board management team to develop plans for the operational infrastructure of directors systems, motivating and energizing the corporate operations. organization and measuring the effectiveness of all processes internal and external. During your employment by Company, you shall not engage in any activity or have any business interest which in any manner interferes with the proper performance of your duties, conflicts with the interest of Company or brings into disrepute the business reputation of Company.
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