Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to New York conflicts of law principles. Any judicial proceeding brought under this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern District of New York. (b) All notices, requests, consents and other communicati...ons hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, to Guerrilla RF, Inc., 1196 Pleasant Ridge Road, Suite 5 Greensboro, NC 27409, Attention: Ryan Pratt, CEO, Email: rpratt@guerrilla-rf.com, with a copy to (which shall not constitute notice) Brooks, Pierce, McLendon, Humphrey& Leonard, L.L.P., 230 N. Elm Street, 2000 Renaissance Plaza, Greensboro, North Carolina 27401, Attention: John M. Cross, Jr., Email: jcross@brookspierce.com; and (b) if to the Warrantholder, at such address or addresses (including copies to counsel) as set forth below. (c) The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. View More

Miscellaneous. 3.1 All representations and warranties of Seller made under Section 2 of this Agreement shall survive for a period of one (1) year from execution hereon. 3.2 This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements, representations, warranties, statements and understandings, whether oral or written, with respect to the subject matter hereof. 3.3 This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflic...t of law provisions thereof. 3.4 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assign. This Agreement and the rights and obligations of the parties hereto shall not be assignable by any party hereto without the written consent of the other parties hereto. 3.5 The validity, legality, or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect. 3.6 None of the terms or provisions of this Agreement shall be modified, waived, or amended, except by a written instrument signed by the party against which any modification, waiver, or amendment is to be enforced. 3.7 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. View More

Miscellaneous. 4.1 Construction. This Amendment Agreement is the result of arms-length negotiations between the parties hereto, and no provision hereof shall be construed against a party by reason of the fact that such party or its legal counsel drafted said provision or for any other reason. 4.2 Entire Agreement. This Amendment Agreement contains all of the agreements of the parties relating to, and supersedes all prior agreements or understandings, written or oral, between the parties regarding, the subject ...matter hereof. 4.3 Binding on Successors. Subject to the provisions of Section 9.8 of the Employment Agreement (entitled "No Assignment"), which provisions are incorporated herein by this reference, this First Amendment Agreement shall be binding on the parties and their respective heirs, legal representatives and successors and assigns. 4.4 Headings. Section and paragraph headings in this Amendment Agreement are for convenience of reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Amendment Agreement. 4.5 Severability. If any provision of this Amendment Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired in any way as a result thereof. 4.6 Governing Law. This Amendment Agreement is made in and shall be construed and interpreted according to and enforced under the internal laws of the State of California, excluding its choice of law rules and principles. 4.7 Counterparts. This Amendment Agreement may be executed by the parties in separate counterparts, and each of such signed counterparts, including any photocopies or facsimile or digital copies thereof, shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. View More

Miscellaneous. a) Governing Law. The validity and interpretation of this Note, and the terms and conditions set forth herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the state of New York. b) Submission to Jurisdiction. THE COMPANY, AND THE HOLDER BY ITS ACCEPTANCE HEREOF AND AS SET FORTH IN THE AGREEMENT, HEREBY EX...PRESSLY AND IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND STATE COURTS SITTING IN NEW YORK COUNTY, NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY; AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PURCHASER AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. c) Costs. The Company agrees to pay all cost of collection, including reasonable attorney's fees (including attorney's fees on appeal) in case the principal of this Note or any payment on the principal or interest thereon is not paid at the respective maturity thereof, whether suit be brought or not. d) Presentment. The Company hereby waives presentment, demand for payment (except as expressly required herein), protest, notice of protest, notice of dishonor and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note. No delay on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or any other right. e) Lost, Stolen, Destroyed or Mutilated Note. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, the Company will issue a new Note of like tenor and amount and dated the date to which interest has been paid, in lieu of such lost, stolen, destroyed or mutilated Note, and in such event the Holder agrees to indemnify and hold the Company harmless in respect of any such lost, stolen, destroyed or mutilated Note. f) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally or sent by telecopy with confirmation of transmission by the transmitting equipment, four days after being mailed by registered or certified mail, return receipt requested, or one day after being sent by private overnight courier, addressed as follows: If to the Company: Castle Brands Inc. 122 East 42nd Street, Suite 4700 New York, NY 10168 Attention: Alfred J. Small Facsimile: (646) 356.0222 with a copy (which shall not constitute notice) to: Greenberg Traurig, P.A 333 Avenue of the Americas (333 S.E. Second Ave.) Miami, Florida 33131 Attn: Robert L. Grossman Facsimile: (305) 961.5756 If to the Holder: To the address listed in the Purchase Agreement g) Severability. If any provision of this Note is held to be invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. [Remainder of page intentionally left blank.] View More

Miscellaneous. (a) Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee. (b) All notices under this Agreement shall be mailed, delivered by hand, or delivered by electronic means to the parties pursuant to the contact information for the applicable party set forth in the records of the Administrative Service, or at such other address as may be designated in writing by either of the parties to the other party. (...c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. (d) The Optionee hereby accepts, by signature or electronic means delivered to the Administrative Service, this Option and agrees to the terms and conditions of this Agreement and the Plan. The Optionee hereby acknowledges receipt of a copy of the Plan. View More

Miscellaneous. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified other than by written instrument executed by the parties; provided, however, that in the event of a conflict between this Agreement and any employment or severance agreement between the Company and the Grantee, such emplo...yment or severance agreement shall control. The issuance of the Awards or unrestricted Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue any Shares pursuant to this Agreement if any such issuance would violate any such requirements. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. View More

Miscellaneous. 10.1. Entire Agreement; Amendment. This Agreement sets forth the entire agreement between the parties and supersedes all prior agreements between the parties, whether oral or written, with respect to the subject matter of this Agreement. No change, addition or amendment shall be made hereto, except by written agreement signed by all of the parties hereto. 10.2. Severability. If any provision of this Agreement shall be held invalid and unenforceable, the remainder of this Agreement shall remain i...n full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances. 10.3. Notices. All notices, writings and other communications required or permitted to be given pursuant to this Agreement shall be in writing, and if such notices are hand-delivered or e-mailed, return e-mail acknowledgement requested, to the address set forth below, they shall be deemed to have been received on the business day so delivered or transmitted; if such notices are transmitted by overnight courier, to the address set forth below, they shall be deemed to have been received on the business day following the date on which so transmitted, provided that any notice, writing or other communication received after 5:00 p.m., Eastern Time, shall be deemed to have been received on the next business day: The Company: INDCO, Inc. Janel Corporation 303 Merrick Road, Suite 400 Lynbrook, New York 11563 Attention: Brendan J. Killackey bkillackey@Janelgroup.net The Executive: Mr. C. Mark Hennis 708 Nottingham Parkway Louisville, Kentucky 40222 hennis@indco.com 6 10.4. Benefit. This Agreement shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company and the heirs and personal representatives of the Executive. The Executive may not assign any of his rights or obligations hereunder. The Company may assign its rights and obligations hereunder to another entity controlling, controlled by, or under common control with the Company. 10.5. Waiver. The waiver by either party of any breach or violation of any provision of this Agreement or the failure by any party to take action in response to the conduct or performance of any party shall not operate or be construed as a waiver of any subsequent breach, violation, conduct or performance. 10.6. Governing Law. The internal law of the State of Indiana shall govern the construction and validity of this Agreement without regard to conflicts of law. 10.7. Defined Terms. Except as may otherwise be expressly provided herein, all capitalized terms have the meanings set forth in the Purchase Agreement. 10.8. Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument. View More

Miscellaneous. This Agreement may be executed by the Company and Director in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument. Any party may execute this Agreement by facsimile signature and the other party will be entitled to rely on such facsimile signature as evidence that this Agreement has been duly executed by such party. 6 18. Definitions. As used in this Agreement, the following definitions shall... apply: a. The "Board" shall have the meaning set forth in the preamble. b. "Business Opportunity" shall have the meaning set forth in Section 6. c. "Business Opportunity Notice" shall have the meaning set forth in Section 6. d. "Business Opportunity Notice Period" shall have the meaning set forth in Section 6. e. "Company" shall have the meaning set forth in the preamble. f. "Confidential Information" shall have the meaning set forth in Section 4. g. "Dollars" and the sign "$" mean the lawful money of the United States of America. h. "Director" shall have the meaning set forth in the preamble. i. "Disqualified Business Opportunity" shall have the meaning set forth in Section 6. j. "Option" shall have the meaning set forth in Section 2. k. "Option Shares" shall have the meaning set forth in Section 2. l. "Termination of Service" shall have the meaning set forth in Section 2. m. "Person(s)" shall have the meaning set forth in Section 6. 7 The Parties have executed this Agreement as of the date first written above. DIRECTOR BLOCKCHAIN INDUSTRIES, INC. By: /s/ Richard Kromka By: /s/ Patrick Moynihan Name: Richard Kromka Name: Patrick Moynihan Title: CEO Address for Notice: 767 Third Ave 19th Floor New York, NY 10017 8 EX-10.1 2 bcii_ex101.htm DIRECTOR AGREEMENT Blueprint Exhibit 10.1 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT is made effective as of December 29, 2018 (the "Agreement"), Blockchain Industries, Inc., a Nevada corporation with its principal place of business at 720 Arizona Ave Suite 220 Santa Monica CA 90401 (the "Company"), and Richard Kromka ("Director"). WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the "Board"); and WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company's needs related to its Board, WHEREAS, the Director shall be a Class 3 director whose term ends and are subject to election at the annual meeting of shareholders in 2021, 2024 and each third year thereafter. NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. The Director shall hold office until such time that such Director's successor is duly elected and qualified, or until such Director's death or removal from office. The Director will be automatically removed from the Board if such Director resigns his office by writing delivered to the Board, becomes prohibited by law from acting as a director or commits a material breach of this Agreement pursuant to Section 7 below. View More

Miscellaneous. (a) Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties' signatories to this Agreement. In the event of a conflict between the terms of this Agreement and the Pl...an, the terms of the Plan shall control. In the event of a conflict between the terms of the Plan and an employment or similar agreement the specific terms of which relate to this award, the terms of the employment or similar agreement shall control. (b) Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision. (c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein. (d) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to the principles of the conflicts of laws thereof. (e) Construction. This Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Agreement, the Plan shall control. The titles of the sections of this Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural and the plural the singular unless the context otherwise requires. 6 (f) Data Privacy. By entering into this Agreement and except as otherwise provided in any data transfer agreement entered into by the Company, the Recipient: (i) authorizes the Company, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company such information and data as the Company shall request in order to facilitate the issuance of RSUs, the underlying Shares and the administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form. For purposes of this Section 15(f), the term "Company" refers to the Company, its subsidiaries and any other affiliate. (g) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Recipient, to the address set forth on the cover page hereof or at the address shown on the records of the Company, and if to the Company, to the Company's principal executive offices, attention of the Corporate Secretary. 7 EX-10.9 4 g083127_ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 SOLUNA HOLDINGS, INC. Second Amended and Restated 2021 Stock Incentive Plan Restricted Stock Unit Agreement Soluna Holdings, Inc. (the "Company") hereby enters into this Restricted Stock Unit Agreement, dated as of the date set forth below and including the Terms and Conditions attached hereto, with the Recipient named herein (the "Agreement") and grants to the Recipient the Restricted Stock Units ("RSUs") specified herein pursuant to the Soluna Holdings, Inc. Second Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the "Plan"). Name of recipient (the "Recipient"): Date of this RSU grant (the "Grant Date"): Number of Shares (the "Underlying Shares") underlying the equivalent number of restricted stock units (the "RSUs") granted pursuant to this Agreement: Vesting Schedule: [25% on first anniversary of Grant Date and monthly thereafter for next 36 months] Consideration payable, if any: Form of settlement: [Underlying Shares / cash] SOLUNA HOLDINGS, Inc. Signature of Recipient By: [Address] Name: Title: SOLUNA HOLDINGS, INC. Second Amended and Restated 2021 Stock Incentive Plan Restricted Stock Unit Agreement – Terms and Conditions The Company agrees to award to the Recipient, and the Recipient agrees to accept from the Company, the number of RSUs specified on the cover page hereof representing an equivalent number of Underlying Shares. View More

Miscellaneous. (a) The parties understand that TPG Capital BD is being engaged hereunder as an independent contractor to provide the services described above solely to the Client, and that TPG Capital BD is not acting as a fiduciary of the Client, the security holders or creditors of the Client or any other persons in connection with the Engagement. (b) The Client understands and acknowledges that TPG Capital BD and its affiliates (collectively, the "TPG Capital BD Group"), engage in providing a wide variety o...f financial consulting services and other investment banking products and services to a wide range of institutions and individuals. In the ordinary course of business, the TPG Capital BD Group and certain of its employees, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect TPG Pace Tech Opportunities Corp. [●], 2020 Page 6 transactions, in debt, equity, and other securities and financial instruments (including bank loans and other obligations) of, or investments in, a party that may be involved in the matters contemplated by this Agreement. With respect to any such securities, financial instruments and/or investments, all rights in respect of such securities, financial instruments and investments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the TPG Capital BD Group may currently, and may in the future, have relationships with parties other than the Client, including parties that may have interests with respect to the Client, the Transaction or other parties involved in the Transaction, from which conflicting interests or duties may arise. Although the TPG Capital BD Group in the course of such other activities and relationships may acquire information about the Client, the Transaction or such other parties, the TPG Capital BD Group shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that the TPG Capital BD Group is in possession of such information, to the Client or to use such information on the Client's behalf. (c) This Agreement incorporates the entire agreement, and supersedes all prior agreements, arrangements or understandings (whether oral or written), between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto. (d) This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. (e) TPG Capital BD agrees that it shall have no right, title, interest or claim of any kind (each, a "Claim") in or to any monies held in the trust account established in connection with the Client's initial public offering for the benefit of the Client and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Client and will not seek recourse against such trust account for any reason whatsoever. TPG Pace Tech Opportunities Corp. [●], 2020 Page 7 If you are in agreement with the foregoing, please sign and return the attached copy of this Agreement, whereupon this Agreement shall become effective as of the date hereof. Very truly yours, TPG Capital BD, LLC By: Name: Alan Head Title: Chief Compliance Officer Acknowledged and Agreed on this ____ day of ________, 2020: TPG Pace Tech Opportunities Corp. By: Name: Title: EX-10.13 8 d933983dex1013.htm EX-10.13 EX-10.13 Exhibit 10.13 CONFIDENTIAL [●], 2020 TPG Pace Tech Opportunities Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 Attention: Eduardo Tamraz, Executive Vice President of Corporate Development and Secretary Re: Engagement of Services Dear Eduardo Tamraz: This will confirm the basis upon which TPG Pace Tech Opportunities Corp. ("Client") has engaged TPG Capital BD, LLC ("TPG Capital BD") to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the transaction described in paragraph 1 below (the "Engagement"). View More