Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Third Amendment shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, trustees, transferees and assigns. In the event of a conflict between the provisions of this Third Amendment and the provisions of the Original License Agreement or the Library Agreement, the provisions of this Third Amendment shall control. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which togethe...r shall constitute one and the same instrument. View More

Miscellaneous. You acknowledge that you are receiving valuable consideration in exchange for agreeing to the terms of this Letter. This Letter and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed by the internal laws of the State of North Carolina without regard to the conflicts of laws principles thereof. Except as otherwise provided herein, this Letter constitutes the entire agreement between the parties hereto with respect to the subject matter ...hereof and supersedes and cancels any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Letter shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. You may not assign this Letter or any of your rights or obligations hereunder. Akoustis may assign this Letter and its right and obligations hereunder, in whole or in part. This Letter may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A signed copy of this Letter delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Letter. Headings in this Letter are for reference purposes only and shall not be deemed to have any substantive effect. 5 Please sign and return this Letter indicating your acceptance of employment with Akoustis and your agreement to the terms of our offer by signing below. If you have not accepted this offer of employment by 5:00 p.m. on June 15, 2017, we will assume that you are resigning your employment. Sincerely, Akoustis Technologies, Inc. By: /s/ Jeffrey B. Shealy Jeffrey B. Shealy, CEO ACCEPTED BY: /s/ David M. Aichele David M. Aichele 5/26/17 Date 6 EX-10.1 2 s106381_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 May 12, 2017 David M. Aichele 9511 Cennetta Court Huntersville, NC 28078 Dear Mr. Aichele: We are pleased to present the following offer of at-will employment. This employment offer letter (the "Letter") summarizes the details of your position with Akoustis Technologies, Inc. ("Akoustis") in the full-time position of Vice President of Business Development. The terms of this Letter commence on June 16, 2017. You will report to Jeffrey Shealy, the Chief Executive Officer. Your duties and responsibilities in connection with such position shall include those that are appropriate for, and those that are normally associated with such position and as the Board of Directors of Akoustis (the "Board") may from time to time reasonably assign to you. The terms and conditions of this offer are as follows: 1. TriNet HR Corporation. Our benefits, payroll, and other human resource management services are provided through TriNet HR Corporation ("TriNet"), a professional employer organization. As a result of Akoustis' arrangement with TriNet, TriNet shall be considered your employer of record for these purposes and your managers at Akoustis shall be responsible for directing your work, reviewing your performance, and setting your schedule. View More

Miscellaneous. Except as expressly amended hereby, the terms and conditions of the Plan shall remain in full force and effect. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws.RealPage, Inc., by its duly authorized officer, has executed this Fourth Amendment to the Plan on the date indicated below. REALPAGE, INC. By: /s/ Stephen T. Winn Stephen T. WinnChief Executive OfficerChairman of the Board Date: Februa...ry 16, 2017 EX-10.5 7 exhibit105q12017.htm EXHIBIT 10.5 Exhibit Exhibit 10.5FOURTH AMENDMENT TO THE REALPAGE, INC.2010 EQUITY INCENTIVE PLAN(Amended and Restated Effective June 4, 2014, as further amended)This Fourth Amendment (this "Amendment") to the RealPage, Inc. (the "Corporation") 2010 Equity Incentive Plan, as amended and restated June 4, 2014 (as further amended, the "Plan") is adopted as of February 16, 2017 (the "Date of Amendment") by the Board. All capitalized terms not defined herein shall have the meanings ascribed to them by the Plan.Effective as of the Date of Amendment, the Plan is amended as follows:1. Annual Award to Outside Directors. Sections 12(c) and 12(d) of the Plan are hereby amended and restated to read in their entirety as follows: (c) Annual Award. Each Outside Director will be automatically granted (an "Annual Award") on April 1 of each year, beginning in 2017, a number of Shares of Restricted Stock determined by dividing (A) $200,000 by (B) the average of the Fair Market Value of a share on each of the 30 trading days immediately preceding (and excluding) the grant date, with the number of Shares rounded up to the nearest whole Share. If the initial election or appointment of such Outside Director occurs on any date other than April 1st, such Outside Director will also be automatically granted a prorated portion of the Annual Award on the date of such election or appointment. The prorated number of Shares of Restricted Stock shall be determined based on the number of complete months remaining between the date of election or appointment and the next April 1st. (d) Terms. The terms of each Award granted pursuant to this Section will be as follows: The Restricted Stock awarded under each Annual Award will be issued for no cash consideration and will be forfeited and automatically transferred to and reacquired by the Corporation at no cost upon the date the Director ceases to provide services as a member of the Board (the "Forfeiture Provision"). The Forfeiture Provision will lapse as to twenty-five percent (25%) of the Restricted Stock awarded in such Annual Award on the first day of each calendar quarter for four (4) calendar quarters beginning on the first day of the calendar quarter immediately following the date of grant, provided that the Participant continues to serve as a Director through such dates. View More

Miscellaneous. 23.1. Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding. 23.2. Applicable Law. This Agreement shall be governed by, and paragraph ...22.3 is amended to refer to, the laws of the state in which the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located. 23.3. Time of Essence. Time is of the essence of this Agreement. 23.4. Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement. 23.5. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23.6. Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 23.7. 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange, including, without limitation, Buyer's exchange accommodator, EZ1031 Exchange, Inc. ("EZ 1031"). Upon Escrow Holder's receipt of the additional funds for the Deposit from EZ 1031, Escrow Holder shall return the original Deposit to Buyer without any additional approval from Seller. Any party initiating an exchange shall bear all costs of such exchange. The cooperating Party shall not have any liability (special or otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange. 23.8. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. View More

Miscellaneous. 4.1 Expenses. 4.2 Survival. 4.3 Notices. 4.4 Waiver. 4.5 Remedies. 4.7 GOVERNING LAW; VENUE. 4.8 Counterparts. 4.9 Severability. 4.10 Cross References. 4.11 Headings. 4.12 Amendment and Waiver. 4.13 Binding Effect. 4.14 Construction.

Miscellaneous. 5.1 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Nevada as applied to agreements entered into among Nevada residents to be performed entirely within Nevada, without regard to principles of conflicts of law. 5.2 Survival. The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale of the Shares. 5.3 Successors and Assigns. Except as otherwise expressly provided herein, the provi...sions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 5.4 Entire Agreement. This Agreement embodies the entire understanding and agreement between the Purchaser and the Company and supersedes all prior agreements and understandings relating to the subject matter hereof. 5.5 Notices. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to the Purchaser, at its address set forth on the signature page to this Agreement, or at such other address as the Purchaser shall have furnished to the Company in writing, or (b) if to the Company, at its address set forth on the signature page to this Agreement, or at such other address as the Company shall have furnished to the Purchaser in writing, with a copy to Martin Waters, Wilson Sonsini Goodrich & Rosati, Professional Corporation, mwaters@wsgr.com and Megan Baier, Wilson Sonsini Goodrich & Rosati, Professional Corporation, mbaier@wsgr.com. 3 5.6 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of refer-ence only and are not to be considered in construing this Agreement. 5.7 Waivers and Amendments. Any term of this Agreement or the Subscription Agreements may be amended and the observance of any term hereof or thereof may be waived, amended, discharged or terminated with the written consent of the Company and the holders of a majority of the Shares then outstanding (a "Majority in Interest of Purchasers"). Any waiver, amendment, discharge or termination effected in accordance with this Section 5.7 shall be binding upon each holder of any Shares purchased under the Subscription Agreements at the time outstanding, each future holder of any Shares and the Company. The Purchaser acknowledges that, by the operation of this Section 5.7, a Majority in Interest of Purchasers will have the right and power to diminish or eliminate all rights of such Purchaser under this Agreement. 5.8 Expenses. The Company and the Purchaser shall bear their own expenses incurred on their own behalf with respect to this Agreement and the transactions contemplated hereby. 5.9 Counterparts. This Agreement may be executed in counterparts, all of which, taken together, shall constitute the entire Agreement. 5.10 Electronic Signatures. For purposes of this Agreement, a facsimile or other electronic version of a party's signature, such as a .pdf, printed by a receiving facsimile or printer shall be deemed an original signature. [Remainder of Page Intentionally Left Blank] 4 PURCHASER $[●] Amount of Investment (Signature) ($12.00 per Share) [●] Number of Shares (Print Name) (Name as it should appear on stock certificate statement of ownership, if different from above) (Address) This Agreement is hereby confirmed and accepted by the Company as of _________________, 2017. View More

Miscellaneous. (a) Entire Agreement. This Agreement, together with its exhibits and any other documents referenced herein, constitute the entire contract between the Company and Purchaser relative to the purchase and sale of the Shares and supersede any and all prior or contemporaneous oral or written agreements, understandings and discussions with respect thereto. (b) Expenses. The Company and Purchaser will each bear its own legal and other fees and expenses in connection with the transactions contemplated i...n this Agreement. (c) Counterparts. This Agreement may be executed in two or more counterparts, (including by facsimile or electronic mail) each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5 (d) Headings. The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. (e) Survival of Representations and Warranties. The representations and warranties of the parties contained in or made pursuant to this Agreement shall survive the execution of this Agreement and the Closing. (f) Amendments. Any term or provision of this Agreement may be amended and the observance of any term, condition, or provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument signed by the Company and Purchaser. (g) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision was excluded and shall be enforceable in accordance with its terms. (h) Acknowledgement as to Counsel. The parties acknowledge and agree that counsel for the Company has prepared this Agreement and the other documents contemplated hereby as counsel to the Company and not as counsel to Purchaser and that Purchaser has been advised and given opportunity to retain his, her or its own counsel at his, her or its own expense. (i) Governing Law. This Agreement shall be governed and construed for all purposes in accordance with the laws (without giving effect to the principles governing conflicts of laws) of the State of Florida. The parties hereby subject themselves to the jurisdiction of the Federal and state courts located within Lee County, State of Florida. [Balance of Page Intentionally Blank. Signature on Following Pages.] View More

Miscellaneous. This Agreement, together with your Participation Agreement, Employee Invention Assignment and Confidentiality Agreement, Arbitration Agreement, equity agreements, and other agreements referenced herein, constitute the entire agreement between you and the Company regarding the subject matters discussed, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modified by a written agreement signed by you and the Company's Chi...ef Executive Officer. -2- To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company. Sincerely, SAMSARA INC. By: /s/ Sanjit Biswas Sanjit Biswas Chief Executive Officer I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. /s/ John Bicket John Bicket Date: November 12, 2021 -3- EXHIBIT A SAMSARA INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION -4- EXHIBIT B EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT -5- EXHIBIT C SAMSARA INC. ARBITRATION AGREEMENT -6- View More

Miscellaneous. 3.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 3.2 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modif...ied except by an instrument in writing signed by the party to the charged. 3.3 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 3.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 3.5 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder, as follows: (i) if to the Company (prior to the Transaction closing), to: Aldel Financial Inc. 105 S. Maple Street Itasca, IL 60143 Attention: Robert I. Kauffman E-mail: RK@robkauffman.com with a required copy to (which copy shall not constitute notice): Loeb & Loeb LLP 345 Park Avenue, 19th Floor New York, NY 10154 Attention: Mitchell S. Nussbaum, Esq. E-mail: mnussbaum@loeb.com (ii) if to the Company (following the Transaction closing), to: Hagerty, Inc. P.O. Box 1303 Traverse City, MI 49685-1303 Attention: Barbara Matthews, General Counsel E-mail: bmatthews@hagerty.com with a required copy to (which copy shall not constitute notice): Sidley Austin LLP One South Dearborn St. Chicago, IL 60603 Attention: Sean Keyvan; William Howell; Jonathan Blackburn E-mail: skeyvan@sidley.com; bhowell@sidley.com; jblackburn@sidley.com (ii) if to the Sponsor: (iii) if to FGSP: 2 [TO COME]1 The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. View More

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: Byrna Technologies Inc. 100 Burtt Road, Suite 115 Andover, MA 01810 Attention: Bryan S. Ganz bryan@byrna.com with a copy to: Taft Stettinius & Hollister LLP 2200 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Attention: Kathleen Eick keick@taftlaw.com (ii) to the Underwriters: Raymond James & Associates..., Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Attention: Geoff Tobin geoffrey.tobin@raymondjames.com with a copy to: Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020 -28- Attention: Anna Pinedo apinedo@mayerbrown.com This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and its directors and officers. View More