Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Letter Agreement shall be binding upon and inure to the benefit of the successors of the Company. This Letter Agreement will not give any rights or remedies to any person other than the undersigned employee and the Company and its successors. This Letter Agreement will be governed by the laws of the Commonwealth of Massachusetts, excluding any that mandate the use of another jurisdiction's laws. This Letter Agreement may only be amended with the written consent of the Chief Executive Office...r of the Company and you. You shall have no rights under this Letter Agreement other than as an unsecured general creditor of the Company. Sincerely, FREQUENCY THERAPEUTICS, INC. /s/ David L. Lucchino David Lucchino Chief Executive Officer I acknowledge that I understand and agree to abide by the provisions set forth in the above stated Letter Agreement. /s/ Richard Mitrano Richard Mitrano 2 EX-10.1 2 d328041dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 April 15, 2022 Dear Richard Mitrano, Frequency Therapeutics (the "Company") values your future contributions. This letter agreement (the "Letter Agreement") describes a performance-based retention program the Company has established for all active Section-16 Officers. View More

Miscellaneous. 10.1 Notices. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class mail, postage prepaid, to such address as may have been furnished to the Company in writing by such Holder, or, until an address is so furnished, to and at 6 the address of the last Holder of this Warrant who has so furnished an address to the Company. All communications from the Holder of this Warrant to the Company shall be mailed by first class mail, postage prepaid..., to Galectin Therapeutics, Inc., 4960 Peachtree Industrial Blvd, Suite 240, Norcross, GA 30071 Attn: Chief Financial Officer, or such other address as may have been furnished to the Holder in writing by the Company. 10.2 Amendment and Waiver. Except as otherwise provided herein, this Warrant and any term hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such amendment, waiver, discharge or termination is sought. 10.3 Governing Law; Descriptive Headings. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Delaware. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. 10.4. Counterparts. This Warrant may be executed in counterparts, and the counterparts shall together constitute a single agreement. 7 Dated: January 11, 2019 GALECTIN THERAPEUTICS, INC. By: Name: Jack W. Callicutt Title: Chief Financial Officer Acceptance of Second Amended and Restated Warrant The undersigned accepts this Second Amended and Restated Warrant and agrees that it supersedes and replaces the Amended and Restated Warrant described in the first paragraph hereof. The undersigned represents that it is the Holder of, has not assigned and has not exercised the Amended and Restated Warrant. [Holder] By: Name: Title: 8 EXHIBIT A SUBSCRIPTION AGREEMENT [To be signed only upon exercise of Warrant] To: Date: The undersigned, the Holder of the within Warrant, pursuant to the provisions set forth in the within Warrant, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and agrees to subscribe for and purchase thereunder, shares of the Common Stock covered by such Warrant (which number being exercised shall be at a minimum equal to the lesser of 10,000 shares of Common Stock, determined prior to applying the cashless exercise formula, if applicable, or the remaining number of shares covered by this Warrant) and herewith makes payment of $ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is: . If said number of shares is less than all the shares covered by such Warrant, a new Warrant shall be registered in the name of the undersigned and delivered to the address stated below. [Holder] By: Name: Title: 9 EX-4.2 3 d684051dex42.htm EX 4.2 EX 4.2 Exhibit 4.2 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. [W-*] GALECTIN THERAPEUTICS, INC. SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT – CLASS B Galectin Therapeutics, Inc., a Nevada corporation (the "Company"), for value received and subject to the terms set forth below hereby grants to [ ] (the "Holder"), the right to purchase from the Company at any time or from time to time until the date and time permitted under Section 2.1 below, [●] fully paid and nonassessable shares of the Common Stock, par value $0.001 per share, at the purchase price of three dollars ($3.00) per share (the "Exercise Price"). The Exercise Price and the number and character of such shares of Common Stock purchasable pursuant to the rights granted under this Warrant are subject to adjustment as provided herein. This instrument supercedes and replaces Amended and Restated Warrant [W-●]. View More

Miscellaneous. Except as expressly amended herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. This First Amendment shall be binding on the parties when executed and delivered by the parties to one another by electronic transmission. In the event of a conflict between the terms of this First A...mendment and the Employment Agreement, the terms of this First Amendment shall govern. View More

Miscellaneous. Except as expressly amended hereby, the Agreement remains in full force and effect in accordance with the terms thereof. This Amendment No. One will be construed in accordance with and governed in all respects by, the internal laws of the State of California (without giving effect to principals of conflicts of laws) and may be executed in multiple counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.

Miscellaneous. Words importing the singular number hereunder shall include the plural number and vice versa, and any pronoun used herein shall be deemed to cover all genders. The headings as to contents of particular Sections are inserted only for convenience and are in no way to be construed as part of this Note. All obligations of Borrower hereunder shall bind Borrower's successors and assigns.

Miscellaneous. (a) Entire Agreement. This Agreement, the Merger Agreement, the Transaction Agreements and the documents referred to herein and therein constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement. (b) No Third-Party Beneficiaries. This ...Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture. (c) Further Assurances. The Shareholder hereby agrees to (a) use the Shareholder's commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Transactions on the terms and subject to the conditions set forth in the Merger Agreement and the Ancillary Agreements and (b) not take any action that would reasonably be expected to prevent or delay the satisfaction of any of the conditions to the Transactions set forth in Article X of the Merger Agreement. (d) Other Provisions. Sections 1.02 (Construction), 9.05 (Confidentiality; Publicity), 12.06 (Governing Law); 12.07 (Captions; Counterparts); 12.11 (Severability), 12.12 (Jurisdiction; Waiver of Trial by Trial); and Section 12.13 (Enforcement) of the Merger Agreement are incorporated herein by reference, mutatis mutandis. View More

Miscellaneous. Except as modified by this First Amendment, all other terms and conditions of the Lease shall continue in full force and effect. In the event of a conflict between the terms of the Lease and this First Amendment, this First Amendment shall control. All capitalized terms used and not otherwise defined in this First Amendment shall have the same meanings and definitions as set forth in the Lease. Lessor and Lessee each represent and warrant that this First Amendment has been duly authorized, execu...ted and delivered by and on its behalf and constitutes such party's valid and binding agreement in accordance with the terms hereof, and no third party consents are required to make this First Amendment fully binding. Preparation of this document by either party or their agent and its submittal to the other party shall not be deemed to impose any obligation or legal liability from either party to the other. This First Amendment is not intended to be binding unless and until it is executed and delivered by all parties hereto. View More

Miscellaneous. 6.1 Term. 6.2 Notices. 6.3 Waivers. 6.4 Specific Enforcement. 6.5 Counterparts. 6.7 Amendment. 6.8 Severability. 6.9 Descriptive Headings; No Strict Construction.

Miscellaneous. This Letter Agreement will become a binding agreement among the undersigned as of the date hereof. This Letter Agreement (and the agreements reflected herein) may be terminated by the mutual agreement of the Company and the undersigned, and if not sooner terminated, will terminate upon the expiration date of the Lockup Period. This Letter Agreement may be duly executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall be de...emed to constitute one and the same instrument. Signature pages from separate identical counterparts may be combined with the same effect as if the parties signing such signature page had signed the same counterpart. This Letter Agreement may be modified or waived only by a separate writing signed by each of the parties hereto expressly so modifying or waiving such agreement. View More

Miscellaneous. a.The Executive hereby confirms that by virtue of entering into this Agreement he will not be in breach of any express or implied terms of any Court Order, contract or of any other obligation legally binding upon Executive. b.Any benefits provided by the Company to the Executive or Executive's family which are not expressly referred to in this Agreement shall be regarded as ex-gratia benefits provided at the entire discretion of the Company and shall not form part of the Executive's contract of ...employment. View More