Severability Clause Example with 34 Variations from Business Contracts

Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement ...shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 12 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Company: VerifyMe, Inc. 75 South Clinton Avenue, Suite 510 Rochester, New York 14604 Attn: Patrick White Email: [______________] With a copy to: Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 Attention: Alex R. McClean, Esq. Email: [______________] To the Executive: the Executive's email address indicated on the Schedule 17. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). by actual or facsimile signature. View More

Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement ...shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 12 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Company: VerifyMe, Inc. 75 S. Clinton Ave., Suite 510 Rochester, New York 14604 Attention: Scott Greenberg Email: _______________ With a copy to: Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 Attention: Alex R. McClean, Esq. Email: _______________ To the Executive: the Executive's email address indicated on the Schedule 17. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). by actual or facsimile signature. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Attachment: Annex A: Form of Stock Option Exercise Notice and Agreement 13 10 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, TURO INC. 2015 2020 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Turo Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: See Carta1 Social Security Number: See Carta Address: See Carta Employee Number: See Carta Email Address: See Carta OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. See Carta Date of Grant: See Carta Type of Stock Option: Exercise Option Price per Share: $______ ☒ Nonqualified (NQSO) See Carta See Carta Total number of shares of Common Stock of the Company subject to the Option: See Carta EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. exercised See Carta. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid Being Paid for the Purchased Shares: $______________ See Carta Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". "Turo Inc." ☐ Wire transfer to Certificate(s) for ________________ shares of Common Stock of the Company for $____________. ☐ Other form Company. These shares will be valued as of consideration as permitted the date this notice is received by the Option Agreement. Please describe: ________________________________________________________________________. Company. [Requires Company consent.] ☐ Automated Clearing House ("ACH") transfer in the amount of $___________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing execution of this Stock Option Exercise Notice and Agreement, Agreement (whether written, electronic or otherwise, including via welcome@carta.com), Optionee hereby agrees with, and represents to, the Company as follows: 2. 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 2020 Equity Incentive Plan, as it may be amended (the "Plan"). 1 All references to Carta shall be interpreted as the Equity Management Software currently in use by the Company. View More

Severability. If any provision one or more of the provisions of this Agreement is determined by any court or arbitrator of competent jurisdiction to Award shall be held invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent validity, legality and enforceability of the parties hereto. If such clause remaining provisions shall not in any way be affected or provision cannot be so enforced, such provision shall be stricken from this Agreem...ent impaired thereby and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to provisions shall be deemed null and void; however, to the extent not enforceable) never been contained in permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement. Notwithstanding Award to be construed so as to foster the forgoing, if the value intent of this Agreement based upon Award and the substantial benefit Plan. Updated January 2017 EX-10.18 3 enta-ex1018_1136.htm EX-10.18 enta-ex1018_1136.htm Exhibit 10.18 ENANTA PHARMACEUTICALS, INC. 2012 Equity Incentive Plan Performance Share Unit Certificate PSU Certificate Number: PSU _____ PSUs This Performance Share Unit Certificate confirms that Enanta Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, has granted to the person named below ("Participant") an award (this "Award") of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock Performance Share Units ("PSUs") set forth above pursuant to the Company's 2012 Equity Incentive Plan (the "Plan"), each PSU representing the right to receive one share of the Company Company's Common Stock, $.01 par value per share (the "Common Stock"), subject to adjustment as provided below and subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice definitions and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions set forth or otherwise referenced below. Name of Participant: Address: Target Number of PSU Shares: Vesting Schedule: Performance Period: On or before December 31, ____. R&D Milestones: Settlement: All vested PSUs will settle, and the underlying shares of the Notice Company's Common Stock will be issued to the Participant, subject to Participant's continued employment with the Company, and subject to tax withholding, on the later date (the "Settlement Date") of Stock Option Grant (A) the first February 12 (or if such date is not a trading day, then the first trading day thereafter) after the close of the Company's __________fiscal year or (B) if there is any change in the Company's fiscal year, the first day of the third calendar month after the close of the Company's _________ fiscal year. By acceptance of this Award, Participant agrees to all the terms and conditions hereof, including, without limitation, those set forth in the Stock Option Agreement that govern Plan and in the Option, including without limitation accompanying Terms and Conditions of PSU Award. ENANTA PHARMACEUTICALS, INC. By:_________________________________ Title: Dated: ENANTA PHARMACEUTICALS, INC. Terms and Conditions of PSU Award 1. The Plan. In the event of any conflict between the terms of the Company's 2015 Equity Incentive Plan and this Award, the terms of the Plan shall govern. The Committee administers the Plan and its determinations regarding the operation of the Plan are final. Subject to the limitations set forth in the Plan, as it the Committee may amend the Plan or this Award. Capitalized terms used but not defined herein shall have the meaning set forth in the Plan. Copies of the Plan may be amended (the "Plan"). obtained upon written request without charge from the Secretary of the Company. View More

Severability. If any court determines that any provision of this Agreement agreement is determined by invalid or unenforceable, any court invalidity or arbitrator unenforceability will affect only that provision and will not make any other provision of competent jurisdiction to be invalid, illegal this agreement invalid or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, and s...uch provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal modified, amended, or unenforceable clause or provision had (to limited only to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit necessary to render it valid and enforceable. Client _______________________________ Quentin D. Ponder Vice-Chairman of the bargain for any party Board and Chief Financial Officer Contractor _______________________________ Judson Bibb Dated: May 1, 2012 Contract With Independent Contractor EX-10.42 2 hpev_ex1042.htm CONSULTING AGREEMENT hpev_ex1042.htm EXHIBIT 10.42* HPEV, INC. 27420 Breakers Drive Wesley Chapel, FL 33544 Contract With Independent Contractor 1. This agreement is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice between HPEV, Inc., (Client) located at 27420 Breakers Drive, Wesley Chapel, FL, 33544 and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Bibb Productions & Consulting, (contractor) located at 10908 Carrollwood Drive, Tampa, Florida 33618. Client will not: (a) withhold Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information and Medicare taxes from Contractor's payments or make such tax payments on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject Contractor's behalf, or (b) withhold state or federal income tax from Contractor's payments or make state or federal unemployment contributions on Contractor's behalf. Contractor will pay all applicable taxes related to the Option: EXERCISE INFORMATION: Number performance of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer services under this contract. This includes income, Social Security, Medicare, and self-employment taxes. Contractor will also pay any unemployment contributions related to the Company for $____________. ☐ Other form performance of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing services under this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise contract. Contractor will reimburse Client if Client is required to pay such taxes or unemployment contributions. Neither Contractor nor Contractor's employees are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). Client. View More

Severability. If any provision of this Employment Agreement is determined by (including but not limited to any court covenant contained in Section 9) shall be found invalid or arbitrator of competent jurisdiction unenforceable, in whole or in part, then such provision shall be deemed to be invalid, illegal modified or unenforceable restricted to the extent and in any respect, the manner necessary to render such provision will valid and enforceable, or shall be deemed excised from this Employment Agreement, as... may be required under applicable law, and this Employment Agreement shall be construed and enforced to the maximum extent possible given permitted by applicable law, as if such provision had been originally incorporated in this Employment Agreement as so modified or restricted, or as if such provision had not been originally incorporated in this Employment Agreement, as the intent case may be. 12 16. Arbitration. The Company shall have the right to obtain an injunction or other equitable relief arising out of Executive's breach of the provisions of Section 9 of this Employment Agreement. However, any other controversy or claim arising out of or relating to this Employment Agreement or any alleged breach of this Employment Agreement, or any other claim arising out of or relating to Executive's employment by the Company, shall be settled by binding arbitration in Atlanta, Georgia in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes, and a judgment upon the arbitration award may be entered by any court of competent jurisdiction. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable rules of the American Arbitration Association. The arbitrator shall be empowered to award any category of damages that would be available to the parties under applicable law. the Company shall be responsible for paying the reasonable fees of the arbitrator, unless the fees are otherwise allocated by the arbitrator consistent with applicable law. Initials of the parties hereto. If such clause or expressly assenting to the arbitration provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock Section 16: ______________________________ Executive's initials ______________________________ Initials of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the representative 17. Executive's Legal Fees and Expenses. The Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation shall have no obligation under the terms of this Employment Agreement to reimburse Executive for any of Executive's legal fees and expenses for any claims under this Employment Agreement that are unrelated to a Change in Control. the Company's 2015 Equity Incentive Plan, as it may Company shall reimburse Executive for Executive's reasonable legal fees and expenses incurred in connection with any claim made with respect to Executive's rights under Section 7(c); provided, that such reimbursement shall be amended (the "Plan"). subject to recoupment by the Company if Executive's claim is found to have been brought in bad faith. View More

Severability. (a) The Consultant expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Consultant and the Company that this Agreemen...t shall be construed by the court in such a manner as to impose only those restrictions on the Consultant's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 10 13. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Company: Patrick White Chief Executive Officer VerifyMe, Inc. 409 Boot Road, Downingtown, PA 19335 Email: patrick@verifyme.com With a copy to: Nason, Yeager, Gerson White & Lioce, P.A. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Attention: Michael D. Harris, Esq. Email: mharris@nasonyeager.com To the Consultant: Keith Goldstein _________________________, _________________________ Email: 14. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). by actual or facsimile signature. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction Plan shall be held to be invalid, illegal illegal, invalid or unenforceable in under any respect, applicable law, then such provision will be enforced to contravention or invalidity shall not invalidate the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement entire Plan and the rem...ainder of this Agreement the provisions shall remain in full force and effect and in no way shall be enforced affected, impaired or invalidated. Such defective provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Plan shall be construed as if such invalid, illegal or unenforceable clause or not containing the provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall held to be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX invalid. 7 EXHIBIT A FORM OF STOCK CALL OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1 STOCK CALL OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, SUTRO BIOPHARMA, INC. 2015 EQUITY INCENTIVE 2017 CALL OPTION PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Sutro Biopharma, Inc. (the "Company"). "Company") AND you must also sign (a) the then-current signature pages to the SutroVax Co-Sale Agreement and SutroVax Voting Agreement (as those terms are defined in the Notice of Call Option Grant governing the Call Option) and (b) if applicable, (i) an executed Consent of Spouse in the form of Exhibit D to the SutroVax Co-Sale Agreement and (ii) an executed Consent of Spouse in the form of Exhibit C to the SutroVax Voting Agreement, before submitting this Notice to the Company. OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: «Optionee» Social Security Number: Address: Employee Number: Email Address: CALL OPTION INFORMATION: Please provide this information on the call option being exercised (the "Option"): "Call Option"): Grant No. «No» Date of Grant: Type of Stock Option: Exercise «Grant_Date» Call Option Price per Share: $______ ☒ Nonqualified (NQSO) $____ Total number of shares of Common Stock of the Company SutroVax, Inc. subject to the Call Option: «Total_Number_of_Options» EXERCISE INFORMATION: Number of shares of Common Stock of the Company SutroVax, Inc. for which the Call Option is now being exercised: __________________. exercised [________________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid Being Paid for the Purchased Shares: $______________ $____________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". "SUTRO BIOPHARMA, INC." ☐ Wire transfer to for $____________ ☐ Certificate(s) for ________________ shares of Common Stock of SutroVax, Inc. These shares will be valued as of the Company for $____________. ☐ Other form of consideration as permitted date this notice is received by the Option Agreement. Please describe: ________________________________________________________________________. Company. [Requires Company consent.] AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Call Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. 14. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the this Call Option subject to all other terms and conditions of the Notice of Stock Call Option Grant and the Stock Company's 2017 Call Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision term of this Agreement is determined by any court Agreement, or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will... be enforced part thereof, not essential to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder commercial purpose of this Agreement shall be enforced as if such invalid, illegal held to be illegal, invalid or unenforceable clause by a court of competent jurisdiction, it is the intention of the parties that the remaining terms hereof, or provision had (to part thereof, shall constitute their agreement with respect to the subject matter hereof and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value legally permissible, any illegal, invalid or unenforceable provision of this Agreement based upon shall be replaced by a valid provision, which will implement the substantial benefit commercial purpose of the bargain for any party is materially impaired, which determination as illegal, invalid or unenforceable provision. 9. Notices. All notices, requests, demands or other communications required or permitted to be given or made by the presiding court or arbitrator of competent jurisdiction hereunder shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice in writing and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock delivered personally or sent by Federal Express or other similar express courier. The addresses and facsimile numbers of the Company subject parties for purposes of this Agreement are: Company: Baldwin & Lyons, Inc. 111 Congressional Blvd., Suite 500 Carmel, IN 46032 Attention: Human Resources Executive: Jeremy Goldstein ___________________ ___________________ Either party may change the address to which notices or other communications to such party shall be delivered or mailed by giving notice thereof to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of other party hereto in the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). manner provided herein. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or 14 provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the e...xtent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex *15 Attachments:Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, GRAIL, INC. 2015 2016 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, GRAIL, Inc. (the "Company"). "Company") AND, if requested to do so by the Company, you must also sign the then-current signature pages to the Company's then-current Company Co-Sale Agreement and Company Voting Agreement (as those terms are defined in the Stock Option Agreement) before submitting this Notice to the Company. OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION Name:Social SecurityNumber:Address:Employee Number:Email Address:OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date Grant No.Date of Grant: Type Grant:Type of Stock Option: Exercise Option:Option Price per Share: $______ ☒ $ ☐ Nonqualified (NQSO) Total number of shares of Class A Common Stock ("Common ☐ Incentive (ISO) Stock") of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. exercised [_______________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid Being Paid for the Purchased Shares: $______________ $___________ Form of payment enclosed [check all that apply]: ☐ Check ☐Check for $____________, $___________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to "GRAIL, Inc." ☐Certificate(s) for _______________ shares of Common Stock of the Company for $____________. ☐ Other form Company. These shares will be valued as of consideration as permitted the date this notice is received by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, Company. [Requires Company consent. ]AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms 1.Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 2016 Equity Incentive Plan, as it may be amended (the (as amended, the "Plan"). View More