Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Represent...atives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention of Investment Grade Syndicate Desk — 3rd Floor, fax no. 212-834-6081 (with such fax to be confirmed by telephone to 866-834-4666); c/o MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, NY 10020, Attention of Capital Markets Group; c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention of Transaction Management, fax no. 704-410-0326 (with such fax to be confirmed by telephone to 704-410-4792). Notices to the Company shall be given to it at 1700 Lincoln Street, Suite 3700, Denver, Colorado, 80203 (fax: 303-295-3995), Attention: Chief Financial Officer. (c) USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (d) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. (e) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 28 (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. View More

Miscellaneous. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may not be changed, waived, discharged or amended except by written instrument that shall make specific reference to this Agreement and which shall be signed by t...he party against which enforcement of such change, waiver, discharge or amendment is sought. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. The Sponsor shall provide all information to the Marketing Agent necessary for the Marketing Agent to perform its obligations under applicable securities laws and regulations as they relate to the transactions contemplated in this agreement. View More

Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. 14 25. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes... to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement. View More

Miscellaneous. 9.1 NONTRANSFERABILITY. No Incentive Award payable hereunder, nor any right to receive any future Incentive Award hereunder, may be assigned, alienated, sold, transferred, anticipated, pledged, encumbered, or subjected to any charge or legal process, and if any such attempt is made, or a person eligible for any Incentive Award hereunder becomes bankrupt, the Incentive Award under the Plan which would otherwise be payable with respect to such person may be terminated by the Committee which, in it...s sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such award that it deems appropriate. 9.2 CLAIM TO INCENTIVE AWARDS AND EMPLOYMENT RIGHTS. Nothing in this Plan shall require the Company to segregate or set aside any funds or other property for purposes of paying all or any portion of an Incentive Award hereunder. No Participant shall have any right, title or interest in or to any Incentive Award hereunder prior to the actual payment thereof, nor to any property of the Company. Neither the adoption of the Plan nor the continued operation thereof shall confer upon any employee any right to continue in the employ of the Company or its subsidiaries or shall in any way affect the right and power of the Company or its subsidiaries to dismiss or otherwise terminate the employment of any Participant at any time for any reason, with or without cause. 9.3 TAX WITHHOLDING/RIGHTS OF OFFSET. The Company shall have the right to deduct and withhold from all Incentive Awards all federal, state, local, and other taxes as may be required by law. In addition to the foregoing, the Company shall have the right to set off against the amount of any Incentive Award which would otherwise be payable hereunder, the amount of any debt, judgment, claim, expense or other obligation owed at such time by the Participant to the Company or any subsidiary. 9.4 GOVERNING LAW. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the State of Delaware. 9.5 INCENTIVE Awards Subject to Clawback. Except to the extent prohibited by law, the Incentive Awards granted and paid under this Plan are subject to forfeiture, recovery by the Company or other action pursuant to any applicable award agreement or notice or any clawback or recoupment policy which the Company may adopt from time to time, including 4 without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law. 9.6 SECTION 409A. This Plan and the Incentive Awards hereunder are intended to be exempt from Section 409A of the Code and shall be construed and interpreted accordingly. View More

Miscellaneous. This Amendment, together with the Lease, constitutes the entire agreement between Landlord and Tenant regarding the Lease and the subject matter contained herein and supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements or understandings. This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns. No subsequent change or addition to this Amendment shall be bi...nding unless in writing and duly executed by both Landlord and Tenant. Except as specifically amended hereby, all of the terms and conditions of the Lease are and shall remain in full force and effect and are hereby ratified and confirmed. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Lease. This Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same Amendment. This Amendment may be delivered to the other party hereto by facsimile or email transmission of a copy of this Amendment bearing the signature of the party so delivering this Amendment. View More

Miscellaneous. All section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

Miscellaneous. 8.1. Payment of Taxes. The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of this Warrant or in respect of the issuance or delivery by the Company of any securities upon exercise of this Warrant with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Common Stock or other securities underlying this ...Warrant or payment of cash to any Person other than the Holder of this Warrant Certificate surrendered upon the exercise or purchase of this Warrant, and in case of such transfer or payment, the Company shall not be required to issue any stock certificate to pay any cash until such tax or charge has been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. The Company and the Holder agree that the issuance and exercise of this Warrant is a capital transaction and not a compensatory transaction, and any Holder who is not a U.S. person for U.S. federal income tax purposes hereby represents that the Common Stock would, if owned by such Holder, be capital assets in its hands for U.S. Federal income tax purposes. 8.2. Surrender of Certificates. Any Warrant Certificate surrendered for exercise or purchase shall, if surrendered to the Company, be promptly cancelled and destroyed and shall not be reissued by the Company. 8.3. Mutilated, Destroyed, Lost and Stolen Warrant Certificates. If (a) a mutilated Warrant Certificate is surrendered to the Company or (b) the Company receives evidence to its satisfaction of the destruction, loss or theft of the Warrant Certificate, and there is delivered to the Company such appropriate affidavit of loss, applicable processing fee and a corporate bond of indemnity as may be required by it to save it harmless, then, in the absence of notice to the Company that the Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and deliver, in exchange for such mutilated Warrant Certificate or in lieu of such destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like tenor and for a like aggregate number of shares of Underlying Common Stock, if any, with respect to which this Warrant shall not then have been exercised. Upon the issuance of any new Warrant Certificate under this Section 8.3, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and other expenses in connection therewith. Any new Warrant Certificate executed and delivered pursuant to this Section 8.3 in lieu of a destroyed, lost or stolen Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be subject to the same terms as this Warrant. The provisions of this Section 8.3 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of a mutilated, destroyed lost, or stolen Warrant Certificate. 8.4. Notices. Any notice, demand or delivery authorized by this Warrant shall be sufficiently given or made when mailed if sent by first-class mail, postage prepaid, addressed to the Holder of this Warrant at such Holder's address shown on the register of the Company and to the Company at its principal address, addressed to the Secretary of the Company, in each case or such other address as shall have been furnished to the party giving or making such notice, demand or delivery. 8.6. Applicable Law. This Warrant and all rights arising hereunder shall be governed by the internal laws of the British Virgin Islands. 8.7. Amendments. (a) The Company may from time to time supplement or amend this Warrant without the approval of the Holder in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company may deem necessary or desirable and, in each case, which shall not adversely affect the interests of the Holder. (b) In addition to the foregoing, with the consent of the Holder, the Company may modify this Warrant for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant or modifying in any manner the rights of the Holder hereunder. 8.8. Headings. The descriptive headings of the several Articles and Sections of this Warrant are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof. View More

Miscellaneous. The provisions of Sections 8.3 (Notices), 8.4 (Assignment), 8.6 Severability), 8.7 (Waivers), 8.9 (Third Parties), 8.13 (Survival), 8.14 (Legal Counsel), 8.15 (Attorneys' Fees), and 8.16 (Headings) of the Employment Agreement shall apply to this Agreement in the same manner as such provisions apply to the Employment Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 3 This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your und...erstanding as to the terms and conditions of the Retention Bonus, please sign, date, and return to me one copy of this Agreement. You should make a copy of the executed Agreement for your records. Very truly yours, /s/ Nicholas Peters Nicholas Peters Chairman, CPI Card Group IncCompensation Committee of the Board of Directors The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. Scott Scheirman NAME /s/ Scott Scheirman SIGNATURE Signature Page to Agreement EX-10.19 2 pmts-20181231ex101994951.htm EX-10.19 pmts_EX10_19 EXHIBIT 10.19 CPI Card Group Inc. 2019 Executive Retention Agreement Personal and Confidential November 7, 2018 Re: Retention Bonus Dear Scott Scheirman: On behalf of CPI Card Group Inc. (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this "Agreement"), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the "Effective Date"). View More

Miscellaneous. Representation as to Limitations. Executive represents and warrants that Executive is not under any contractual or legal restraint that prevents or prohibits Executive from entering into this Agreement or performing the duties and obligations described in this Agreement. Successors and Assigns. This agreement shall be binding upon and inure to the benefit of Employer, its successors and assigns and shall be binding upon Executive, Executive's administrators, executors, legatees, heirs, and other... legal representatives. Employer shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession or assignment had taken place. Except to the extent the context otherwise requires, the term "Employer" as used herein shall include any such successors and assigns to Employer's operations or assets. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Executive, Executive's administrators, executors, legatees, heirs, and other legal representatives, except by will or by the laws of descent and distribution. c.Notices. Any notice to be given to a Party hereunder shall be given by email. d. Amendment/Waiver. No amendment or waiver of any provision of this Agreement shall be implied by any failure of any Party to enforce any remedy upon the violation of such provision, even if such violation is continued or repeated subsequently, and in no event shall any amendment or waiver of any provision of this Agreement be effective against any party hereto unless expressed in writing signed by that party. No express waiver shall affect any provision other than the one specified in such waiver, and that only for the time and in the manner specifically stated. Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any jurisdiction for any reason, such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, and the remainder of this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable portion were not contained herein. Governing Law. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Nevada without giving effect to the conflict of law principles thereof. View More

Miscellaneous. The Parties shall immediately inform each other in writing of the circumstances hindering or able to prevent the execution of obligations under the present Contract and shall jointly handle the possibilities to overcome such difficulties. 12.2. Any amendments, corrections or addenda to the present Contract shall be provided in writing and signed by both Parties. 12.3. The present Contract supersedes all the previous Contracts or arrangements made either orally or in writing between the parties r...elated to the subject of this transaction. 12.4. None of the Parties shall be entitled to transfer its rights and obligations under this Contract to the third party without a written consent from the other Party. 12.5. This Contract is signed by each Party in 4 (Four) copies, in English (three - for the BUYER and one – for the SELLER). 12.6. The BUYER and the SELLER have reached the agreement that all the documents in writing signed by both Parties, including by facsimile are valid. The Party sending the document by facsimile shall pass the original document to the other Party within 4 (Four) weeks after receipt of the facsimile message. All amendments and addenda to the present Contract are valid only if made in writing and signed by both Parties, including by facsimile. 12.7. The Contract enters into force from the date of its signing by the Parties and shall remain in force until December 31, 2016. ADDRESSES AND SIGNATURES OF THE PARTIES: SELLER: /s/ Shuisheng Zhu Shuisheng Zhu BUYER: /s/ Atticus Gringe Atticus Gringe EX-10.1 2 contractrizzen_1.htm CONTRACT No 55 EXHIBIT 10.1 CONTRACT No RZ-12-ET Zhuhai, China March 11, 2016 RIZZEN INC., in the person of President Shuisheng Zhu, hereinafter referred to as the SELLER, on the one hand and Bolleot Schpile, LLC, in the person of Atticus Gringe, hereinafter referred to as the BUYER on the other hand, have concluded the Contract on the following: 1. SUBJECT OF THE CONTRACT 1.1. The SELLER sells and the BUYER buys electronic toys (hereinafter referred to as the GOODS), in the quantity and assortment indicated below: No. DESCRIPTION ITEM No. QUANTITY (SET) UNIT PRICE (USD) TOTAL PRICE (USD) 1 RC Motorcycle car1:10 rc motor three wheel car YD000013 18 17.6 316.8 2 2016 New Products 1:12 remote control Model Car,RC UTV off road car YD000018 20 10.8 216 3 rc car full function remote controll car plastc toys YD000061 18 6 108 4 1:16 Scale R/C 4 big wheels cross country car YD000165 15 9.8 147 5 1:14 Scale 4 function radio control car YD000088 25 8.9 222.5 6 rc car full function remote controll car plastc toys YD000084 25 7.91 197.75 7 rc car full function remote controll car plastc toys YD000465 18 8.52 153.36 8 2016 hot sales Full function remote control toys, 4CH RC racing boat toys YD000305 18 13.2 237.6 9 3.5CH Remote control Toy,RC Yacht ,radio control boat with charger YD000297 15 20.3 304.5 10 2016 new product 4CH RC boat, remote control motorbike YD000298 15 13.1 196.5 TOTAL: 187 2,100 2. QUALITY OF THE GOODS 2.1. The quality of the Goods supplied under the present Contract should correspond to technological normative documents, requirements, technical characteristics and be confirmed by the Goods quality certificates issued by the controlling State bodies of the GOODS manufacturer country. 2.2. The Seller guarantees conformity of the Goods to the issued Quality Certificate and the present Contract terms. View More