Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) This Assumption Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns. (b) Except as expressly modified hereby, the Security Instrument is unchanged and remains in full force and effect, and is hereby expressly approved, ratified, and confirmed. No provision herein that is held to be inoperative, unenforceable or invalid will affect the remaining provisions. (c) Time is of the essence. (d) This Assumption A...greement may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. (e) This Assumption Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts. (f) This Assumption Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document. View More

Miscellaneous. (a) This letter and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any st...ock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you. (b) The Board may terminate, amend, or modify the Plan in accordance with the terms of the Plan. (c) You agree to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising your rights under this letter. This letter shall be subject to all applicable laws, rules, and regulations, Nasdaq Marketplace Rules, and to such approvals by any governmental agencies, The Nasdaq Stock Market or any other national securities exchanges as may be required. 3 (d)To the extent not preempted by federal law, this letter shall be governed by, and construed in accordance with, the laws of the state of Michigan. Very truly yours, /S/ David M. Staples David M. Staples President & Chief Executive Officer 4 EX-10.2 3 sptn-ex102_86.htm EX-10.2 sptn-ex102_86.htm EXHIBIT 10.2 Restricted Stock Award - Fiscal Year Ending December 28, 2019 I am pleased to inform you that SpartanNash Company, a Michigan corporation, ("SpartanNash" or the "Company") has granted to you the number of restricted shares of SpartanNash Common Stock described above under the Company's Stock Incentive Plan of 2015 (the "Plan"). By accepting this grant, you agree that the restricted stock is subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control. View More

Miscellaneous. (a) Beneficiary Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of the Participant's death before the Participant receives any or all of such benefit. A designation shall automatically revoke all prior designations by the same Participant with respect to such benefit, shall be in a form prescribed by the Company, and shall be effective only when fil...ed by the Participant in writing with the Committee or its delegate during the Participant's lifetime. In the absence of any such designation, any benefits remaining payable under the Plan at the Participant's death shall be paid when due to the Participant's estate unless otherwise provided in the Award Agreement. (b) Deferrals. Pursuant to the applicable requirements of Code section 409A, the Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due pursuant to the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, or in connection with any other awards. If any such deferral is required or permitted, the Committee shall establish rules and procedures for such deferrals in compliance with the requirements of Code section 409A. 11 (c) Satisfaction of Tax Liabilities. (i) The Company and its Subsidiaries shall have the power and the right to deduct or withhold, or to require a Participant to remit to the Company or to a Subsidiary, an amount that the Company or a Subsidiary reasonably determines to be required to comply with federal, state, local, or foreign tax withholding requirements with respect to the settlement or vesting of an award. The Company or a Subsidiary may require the payment of such taxes before Shares deliverable pursuant to such award are transferred to the holder of the award. (ii) The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation with respect to an award to be settled in Shares, in whole or in part by (without limitation) (1) paying cash, (2) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld or an amount up to the maximum statutory rate in a particular jurisdiction if that would not result in adverse financial accounting treatment as determined by the Company (and in particular in connection with the effectiveness of the amendments to FASB Accounting Standards Codification Topic 718, Compensation – Stock Compensation, as amended by FASB Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting), or (3) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The value of each Share withheld, or delivered, shall be the Fair Market Value of a Share on the date an award becomes taxable. (d) No Alienation. Except to the extent required by law, the right of a Participant or beneficiary to payment under this Plan shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or beneficiary. View More

Miscellaneous. (a) This Award Certificate shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Neither this Award Certificate nor any of the rights, interests, or obligations hereunder shall be assigned by the Participant without the prior written consent of the Company. (b) The provisions of Section 13 of the Plan, to the extent applicable, are hereby incorporated by reference and made a part hereto. -5- EX-10.11 ...10 d354914dex1011.htm EX-10.11 EX-10.11 Exhibit 10.11 FORM OF NOTICE OF AWARD CERTIFICATE PRESIDIO, INC. STOCK OPTION AWARD (IPO GRANT) This certifies that the Participant: [ ] has been granted the nonqualified stock options described in this Notice of Award Certificate to purchase Shares in accordance with the vesting schedule indicated below (subject to the Participant's continued employment through each applicable vesting date set forth below, and subject to the further terms of the Award Certificate attached to this Notice of Award Certificate and the Presidio, Inc. 2017 Long-Term Incentive Plan): Total Number of Shares subject to Option: [ ] Exercise Price per Share subject to Option: $[ ] Grant Date of Option: [ ], 2017 Vesting Schedule Percentage of Total Shares Subject to Option Vesting Date 25% [__], 2018 25% [__], 2019 25% [__], 2020 25% [__], 2021 Please read and acknowledge the terms and conditions of this Award through the E*TRADE portal. PRESIDIO, INC. By: Name: Title: PRESIDIO, INC. 2017 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD CERTIFICATE THIS NONQUALIFIED STOCK OPTION AWARD CERTIFICATE (this "Award Certificate"), is entered into effective as of the Grant Date set forth on the Notice to which this Award Certificate is attached (the "Notice"), by and between Presidio, Inc., a Delaware corporation (the "Company"), and the individual identified on the Notice (the "Participant"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Presidio, Inc. 2017 Long-Term Incentive Plan (the "Plan"). WHEREAS, the Company has adopted the Plan to provide additional incentive to certain employees, officers, consultants, and directors of the Company and its Subsidiaries; and WHEREAS, the Committee responsible for administration of the Plan has determined to grant an option to the Participant as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Grant of Option; Exercise Price of the Option. (a) The Company hereby grants to the Participant the right and option (the "Option") to purchase all or any part of the number of whole Shares set forth on the Notice, subject to, and in accordance with, the terms and conditions set forth in this Award Certificate and the Plan (including, without limitation, Sections 3(c) and 9 of the Plan). (b) The price at which the Participant shall be entitled to purchase Shares upon the exercise of the Option, to the extent vested and exercisable, shall be the exercise price per Share set forth on the Notice. (c) The Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code. (d) This Award Certificate shall be construed in accordance and consistent with, and subject to, the Plan (which is incorporated herein by reference). The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. View More

Miscellaneous. Titles and headings herein are solely for the convenience of the parties and are without substantive legal meaning. This Amendment may only be amended or modified by a writing signed by Administrative Agent, Required Lenders and the Loan Parties. Neither this Amendment nor any uncertainty or ambiguity herein shall be construed or resolved against Administrative Agent or Lenders, whether under any rule of construction or otherwise.

Miscellaneous. (a) No Commissions. Neither the Company nor the Investor has paid or given, or will pay or give, to any person, any commission or other remuneration, directly or indirectly, in connection with the transactions contemplated by this Agreement. (b) Registration Rights. The Company and the Investor hereby acknowledge and agree that the Registration Rights Agreement, dated as of December 6, 2019, between the Company and the purchasers party thereto shall apply to the Series H-6 Shares. (c) Notice. Al...l notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted via electronic mail, in each case addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received), (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. The addresses for such communications shall be: (i) if to the Company, to: DropCar, Inc., 1412 Broadway, Suite 2105, New York, New York 10018, Attn: Spencer Richardson, Chief Executive Officer, E-mail: spencer@dropcar.com, with a copy by electronic mail only to (which shall not constitute notice): Daniel Bagliebter, Esq., 666 Third Avenue, New York, New York 10017, E-mail: dabagliebter@mintz.com, and (ii) if to the Holder, to: the addresses indicated on the signature pages hereto. View More

Miscellaneous. The Strategic Growth PSU Award Agreement shall remain unchanged and in full force and effect other than as provided in this Amendment. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of law).

Miscellaneous. The provisions contained under the caption "Miscellaneous" of the Commitment Letter are hereby incorporated herein mutatis mutandis by this reference, and are expressly made applicable hereto. Kindly confirm your agreement to the foregoing by signing a counterpart copy hereof in the space provided below. Sincerely, FLEXSHOPPER, LLC By: Name: Title: Acknowledged, Confirmed and Agreed to: NRNS CAPITAL HOLDINGS LLC By: Name: Howard S. Dvorkin Title: Manager EX-10.2 3 ea138320ex10-2_flexshopper.htm ...AMENDMENT TO SUBORDINATED DEBT FINANCING COMMITMENT LETTER AND SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE ISSUED BY FLEXSHOPPER, LLC TO NRNS CAPITAL HOLDINGS LLC Exhibit 10.2 FlexShopper, LLC 901 Yamato Road, Suite 260 Boca Raton, Florida 33431 March 22, 2021 NRNS Capital Holdings LLC 7809 Galleon Court Parkland, Florida 33067 Attn. : Mr. Howard S. Dvorkin, Manager Re:Amendment to NRNS Subordinated Debt Financing Commitment Letter and Second Amended and Restated Subordinated Promissory Note Ladies and Gentlemen: Reference is made to the Subordinated Debt Financing Commitment Letter, dated February 19, 2019 (the "Commitment Letter"), from NRNS Capital Holdings LLC (the "Lender") to FlexShopper, LLC (the "Borrower"), and the Second Amended and Restated Subordinated Promissory Note, dated June 27, 2019 (the "Note"), made by Borrower in favor of Lender in the combined principal amounts of $3,750,000, pursuant to the Commitment Letter. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Commitment Letter. This will confirm the agreement of the Borrower and the Lender to amend the Commitment Letter and the Note as follows: 1. Extension of Note. Effective as of the date hereof, the date on which payments of principal and accrued interest shall be due and payable by the Borrower is hereby extended from June 30, 2021 to April 1, 2022, unless accelerated by reason of an Event of Default and not thereafter cured. View More

Miscellaneous. All other provisions of the Agreement shall remain in full force and effect, with this Amendment shall be effective as of February 10, 2021, unless otherwise provided herein.

Miscellaneous. (a) 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 Representatives c/o Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005; Attention: Syndicate Manager, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: General Cou...nsel; Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, NY 10010, Attention: LCD-IBD; with a copy to Michael Groll, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019. Notices to the Issuer and the Guarantor shall be given at Third Point Reinsurance Ltd., The Waterfront, Chesney House, 1st Floor, 96 Pitts Bay Road, Pembroke HM 08 Bermuda (fax: +1.441.543.3329); Attention: Tonya Marshall, with a copy to Steven J. Slutzky, Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022. -26- (b) 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 applicable to agreements made and to be performed in such state. (c) 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. (d) 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. (e) PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-5 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Issuer, 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. (f) 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. [The remainder of this page is intentionally left blank.] -27- If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More