Miscellaneous Contract Clauses (41,182)

Miscellaneous. 11.1 No Option will confer upon the Participant any rights as a stockholder of the Bank prior to the date on which the individual fulfills all conditions for receipt of such rights. 3 11.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Bank and the Participant. 11.3 Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribu...tion, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order; provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer. 11.4 This Option will be governed by and construed in accordance with the laws of the State of Florida. 11.5 The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Bank or any affiliate. View More

Miscellaneous. 7.2 Recapitalizations, Exchanges, Etc. 7.3 Executive's Employment by the Company. 7.4 Cooperation. 7.5 Binding Effect. 7.6 Amendment; Waiver. 7.7 Governing Law; Jurisdiction. 7.8 Notices. 7.10 Counterparts. 7.12 Rights Cumulative; Waiver. 7.13 Joinder to Other Agreements.

Miscellaneous. (a) Administrative Costs. The Company shall pay the administrative expenses associated with the operation of the Plan (other than brokerage commissions resulting from sales of Common Stock directed by Employees). (b) No Employment Rights. Participation in the Plan shall not give an Employee any right to continue in the employment of the Company, and shall not affect the right of the Company to terminate the Employee's employment at any time, with or without cause. (c) Repurchase of Stock. The Co...mpany shall not be required to purchase or repurchase from any Employee any of the shares of Common Stock that the Employee acquires under the Plan. (d) Internal Revenue Code and ERISA Considerations. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of section 423 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. The provisions of the Plan, accordingly, shall be construed so as to comply with the requirements of that section of the Code or any successor provision, and the regulations thereunder. The Plan is not intended and shall not be construed as constituting an "employee benefit plan," within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. (e) Headings, Captions, Gender. The headings and captions herein are for convenience of reference only and shall not be considered as part of the text. The masculine shall include the feminine, and vice versa. (f) Severability of Provisions, Prevailing Law. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of a change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. The Plan shall be governed by the laws of the State of Delaware to the extent such laws are not in conflict with, or superseded by, federal law. 8 EX-10.2 3 lantronix_ex1002.htm LANTRONIX, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED. Exhibit 10.2 LANTRONIX, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated August 9, 2022) 1. Purpose. The purpose of the Plan is to provide employees of Lantronix, Inc. (the "Company") and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the Company's intention that this 2013 Employee Stock Purchase Plan (the "Plan") qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. The terms herein that begin with initial capital letters shall have the defined meaning set forth under Section 2 below, or elsewhere when the term first appears and is defined. This amendment and restatement of the Plan is effective for Offering Periods beginning on or after the date set forth above (the "Restatement Effective Date"). For Offering Periods commencing prior to the Restatement Effective Date, refer to the version of the Plan then in effect. View More

Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Majority Holders. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. When used herein, the term "Reasonable Commercial Efforts" means, with respect to the applicable obligation ...of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies. View More

Miscellaneous. (a) This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its principles of conflict of laws. (b) The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company or the Holder. (c) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, the Company, at its expense, will execute and de...liver to the holder of record, in lieu thereof, a new Warrant of like date and tenor. (d) This Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Holder. (e) This Warrant may be executed in counterparts, each of which when so executed shall be deemed an original, but both of which when taken together shall constitute one and the same instrument. View More

Miscellaneous. (a) The rights and obligations of the Company under the Option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company's successors and assigns. (b) You agree on request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of the Option. * * * This Option Agreement, together with any appendix... attached hereto that addresses local or foreign legal requirements, will be deemed to be signed by you on the signing by you of the Grant Notice to which it is attached. 9 Attachment: Foreign Laws (if applicable) Nature of Grant. In accepting this Option, you acknowledge that: 1.The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement. The Option will not be interpreted to form an employment contract or relationship with the Company, your employer, or any subsidiary or affiliate of the Company. View More

Miscellaneous. Except as otherwise provided in Section 5 and Section 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (a) to the Partnership Entities GPM Petroleum LP 8565 Magellan Parkway Suite 400 Richmond, Virginia 23227 Attention: CEO Tel: (804) 887-1980 with a copy to Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 37 Attention: Gillian A. Hobson Tel: (713) 758-3747 Fax: (713) 615-5794 (b) to the Underwriters ...Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: John Critchlow Tel: (800) 248-8863 Fax: (727) 567-8247 This Agreement has been and is made solely for the benefit of the several Underwriters, the Partnership Entities, and their directors and officers and other controlling persons referred to in Section 8 hereof, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Units in his status as such purchaser. View More

Miscellaneous. 6.1 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. 6.2 Third Party Beneficiaries. Each of the Initial Securityholders hereby acknowledges that Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC are third party beneficiaries of this Agreemen...t, and this Agreement may not be modified or changed without the prior written consent of Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC. 6.3 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 modified except by an instrument in writing signed by the party to the charged. 6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 6.5 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. 6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows: If to the Company, to: Roth CH Acquisition II Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Attn: Byron Roth, Chief Executive Officer If to a Securityholder, to his address set forth in Exhibit A. and if to the Escrow Agent, to: Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attn: Erika Young A copy (which copy shall not constitute notice) sent hereunder shall be sent to: Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Attn: Byron Roth 4 and: Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 Attn: John Lipman and: Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Attn: Giovanni Caruso and: Graubard Miller 405 Lexington Avenue New York, NY 10174 Attn: David Alan Miller and Jeffrey Gallant Fax No. : (212) 818-8881 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. 6.7 Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus. View More

Miscellaneous. This Agreement (including the agreements and other documents referenced above) constitutes the complete, final and exclusive agreement between the parties regarding all subjects referenced herein. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other promises or representations. This Agreement may only be changed in a writing signed by both you and an authorized Intel representative. This Ag...reement will bind both parties' heirs, personal representatives, successors and assigns, and will inure to the benefit of both parties plus their heirs, successors and assigns. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that determination will not affect any other provision and the provision in question will be modified by the court so as to be made enforceable. You agree that an electronically signed Agreement will have the same validity and enforceability as if you signed the Agreement in handwriting. This Agreement is not an admission of fault or liability by either you or Intel. IF THIS AGREEMENT IS ACCEPTABLE TO YOU, PLEASE SIGN BELOW NO EARLIER THAN August 3, 2020 (THE "SEPARATION DATE") AND RETURN THE ENTIRE, SIGNED AGREEMENT TO JULIE KWOK IN INTEL'S LEGAL DEPARTMENT. Dr. Venkata Renduchintala Date /s/ Dr. Venkata Renduchintala 8/11/2020 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS EX-10.1 2 d229439dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This Separation Agreement and General Release of Claims ("Agreement") is made between Intel Corporation ("Intel" or the "Company") and Dr. Venkata Renduchintala ("you"). In return for your promises in this Agreement, Intel agrees to provide you severance pay and benefits described below. Accordingly, Intel and you understand and agree as follows: 1. Separation Date; Payments Upon Separation. You will separate from employment at Intel effective August 3, 2020 (the "Separation Date"). You will also immediately take all actions necessary to resign from any outside boards of director seats which you hold on behalf of Intel or as Intel's representative. On the Separation Date, Intel will pay you all accrued salary and any accrued, but unused vacation and sabbatical earned through the Separation Date, subject to payroll deductions and required withholdings. Except as provided below, your group health coverage will terminate on the last day of the month in which your employment ends. At that time, you will be eligible to continue group health insurance benefits at your own expense under the terms and conditions of the applicable benefit plan and either federal COBRA law or, if applicable, state insurance laws. View More

Miscellaneous. (a) This Agreement shall be governed in all aspects by the laws of the State of Florida, without regard to its rules governing conflicts of law. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt reque...sted, postage prepaid, addressed as follows: If to the Consultant: To the most recent address on file with the Company If to the Company: Bankrate, Inc.477 Madison Avenue, Suite 430New York, NY 10022Attention: General CounselTelecopy: 917-368-8611 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The Company acknowledges and agrees that its obligations and the Consultant's rights under Section 29 of the Prior Agreement shall remain in full force and effect; provided, however, that references in such provision to the Prior Agreement shall be treated as referring to both the Prior Agreement and this Agreement. Section 29 of the Prior Agreement (as modified by the immediately preceding sentence) is hereby incorporated into this Section 10(c). (d) The Company shall pay on the Consultant's behalf all statements rendered to the Consultant by the Consultant's attorneys for reasonable fees and expenses in connection with the negotiation and preparation of this Agreement. (e) Except as explicitly set forth herein with respect to Sections 8(C), 13, 14, and 29 of the Prior Agreement, this Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications, agreements and understandings (including the Prior Agreement), whether oral or written, relating to the subject matter hereof. The language contained herein shall be deemed to be that negotiated and approved by both parties and no rule of strict construction shall be applied. 5 (f) No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breach continues. (g) The invalidity or unenforceability of any provision (or portion thereof) of this Agreement shall not affect the validity or enforceability of any other provision (or portion thereof) of this Agreement. (h) This Agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] View More