Severability Clause Example with 34 Variations from Business Contracts

Severability. If In case any provision one or more of the provisions contained in this Agreement is determined by Note shall for any court or arbitrator of competent jurisdiction reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision will be enforced hereof. EXECUTED as of the date set forth above. VHGI COAL, INC. By: ______________________________________ The undersigned executes this Note in order to acknowl...edge the undersigned's agreements and obligations set forth herein. VHGI HOLDINGS, INC. By: ______________________________________ 4 EX-10.1 3 ex101.htm ex101.htm Exhibit 10.1 VHGI COAL, INC. PROMISSORY NOTE $3,000,000 February 18, 2013 FOR VALUE RECEIVED, the undersigned, VHGI Coal, Inc., a Delaware corporation ("Maker"), hereby promises to pay to the maximum order of VHGI Holdings or its successors or assigns ("Payee"), Three Million and No/100 Dollars ($3,000,000), together with interest thereon which shall accrue at a rate equal to three percent (3%) per annum provided, however, upon the occurrence of an Event of Default (as defined below), then to the extent possible given permitted by law, Maker will pay interest to the intent Payee on the outstanding principal balance of this Promissory Note (this "Note") from the date of the parties hereto. If such clause or provision cannot be so enforced, such provision Event of Default until payment in full at the rate of eight percent (8%) per annum. All payments on this Note shall be stricken from this Agreement due 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 payable in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit lawful money of the bargain for any party is materially impaired, which determination as United States of America. This Note results from an assignment by Paul R. Risinger ("Risinger") to Payee of $3,000,000 of the principal amount of that certain promissory note made by the presiding court or arbitrator Maker to Risinger ("Risinger"), dated as of competent jurisdiction shall be binding, then both parties agree February 16, 2012, pursuant to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form that certain Exchange Agreement, of Stock Option Exercise Notice even date herewith, by 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. among Maker, Payee and Risinger of even date herewith (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"). "Exchange Agreement"). 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: Annex A: Form of Stock Option Exercise Notice and Agreement 13 29 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. 30 EARLY EXERCISE FORM STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN Augmedix, inc. 2013 Equity Incentive Plan *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Augmedix, Inc. (the "Company"). OPTIONEE INFORMATION: Optionee Information: Please provide the following information about yourself ("Optionee"): Name: See eShares Social Security Number: See eShares Address: See eShares Employee Number: OPTION INFORMATION: See eShares Email Address: See eShares Option Information: Please provide this information on the option being exercised (the "Option"): Date of Grant: See eShares Type of Stock Option: Exercise Option Price per Share: $______ ☒ Nonqualified (NQSO) See eShares See eShares Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: See eShares 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 "Augmedix, 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, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: Company. [Requires Company consent.] ☐ACH 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 2013 Equity Incentive Plan, as it may be amended (the "Plan"). 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 White River 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 White River 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 White River 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. 14 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 Parent and White River: c/o Ecoark Holdings, Inc. 5899 Preston Road #505 Frisco, TX 75034 Attention: Jay Puchir Email: _____________ With a copy to: Nason, Yeager, Gerson Harris & Fumero, P.A. Attn: Michael D. Harris, Esq. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Email: _________________ To the Executive: Julia Olguin ________________ ________________ Email: ________________ 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: Annex A: Form of Stock Option Exercise Notice and Agreement 13 EXHIBIT A EARLY EXERCISE FORM ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. EARLY EXERCISE FORM STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, ZUORA, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Zuora, 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: «Optionee» Social Security Number: Address: Employee Number: Email Address: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. «No» Date of Grant: «Grant_Date» Type of Stock Option: Exercise Option Price per Share: $______ ☒ $____ ☐ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: «Total_Number_of_Options» ☐ Incentive (ISO) 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 for $____________, payable to "GoodRx Holdings, Inc". "[ZUORA, 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.] 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. 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 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If In case any provision one or more of the provisions contained in this Agreement is determined by Note shall for any court or arbitrator of competent jurisdiction reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision will be enforced hereof. 6 EXECUTED as of the date set forth above. LILY GROUP INC. By: ________________________ Each of the undersigned execute this Note in order to acknowledge ...the undersigned's agreements and obligations set forth herein. ________________________ Solomon Oden Howell, Jr. ________________________ James W. Stuckert ________________________ Diane V. Stuckert Signature Page to Secured Drawdown Promissory Note SCHEDULE I Date of Drawdown Amount of Drawdown February 26, 2013 $2,000,000 EX-10.5 7 ex105.htm ex105.htm Exhibit 10.5 LILY GROUP INC. SECURED DRAWDOWN PROMISSORY NOTE Up to $5,000,000 February 26, 2013 FOR VALUE RECEIVED, the undersigned, Lily Group Inc., an Indiana corporation ("Maker"), hereby promises to pay to the maximum extent possible given order of Solomon Oden Howell, Jr., James W. Stuckert, and Diane V. Stuckert, or their successors or assigns (collectively, "Payee"), the intent unpaid principal balance of the parties hereto. If such clause or provision cannot be so enforced, such provision Drawdowns (as defined below), together with interest accrued thereon at the Applicable Rate (as defined herein) from the date hereof until the date that this Secured Promissory Note (this "Note") is paid in full; provided, however, upon the occurrence of an Event of Default (as defined below), then to the extent permitted by law, Maker will pay interest to the Payee, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until payment in full at the Default Rate (as defined herein). All payments on this Note shall be stricken from this Agreement due 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 payable in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit lawful money of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator United States 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"). America. 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: Annex A: Form of Stock Option Exercise Notice and Agreement 13 11 EXHIBIT A EARLY EXERCISE FORM ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. EARLY EXERCISE FORM STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 APPLOVIN CORPORATION 2011 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Inc. Applovin Corporation (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: «Name» Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Option Grant No. «Grant_No» Date of Grant: «Grant_Date» Type of Stock Option: Exercise Option Price per Share: $______ «Price» ☒ Nonqualified (NQSO) Total number of shares of Class A Common Stock of the Company subject to the Option: «Shares» ☐ Incentive (ISO) EXERCISE INFORMATION: Number of shares of Class A 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 for $____________, payable to "GoodRx Holdings, Inc". "Applovin Corporation" ☐ Wire transfer to Certificate(s) for ________________ shares of Class A 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. 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. 23. 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 2011 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If any provision term, provision, covenant or restriction of this Agreement Warrant is determined held by any a court or arbitrator of competent jurisdiction to be invalid, illegal void 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 unenforceable, 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 terms, provisions, covenants and restrictions of this Agreement based Warrant shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Exhibit 10.3.1 -- Page 8 IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first set forth above. Mexico Sales Made Easy, Inc. By: /s/ Sandro Piancone Sandro Piancone President SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK Exhibit 10.3.1 -- Page 9 EXHIBIT 1 NOTICE OF EXERCISE (To be executed upon exercise of Warrant) To: Mexico Sales Made Easy, Inc. The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, the securities of Mexico Sales Made Easy, Inc., as provided for therein, and tenders herewith payment of the exercise price in full in the form of cash or a certified or official bank check or wire transfer in same-day funds in the amount of $______________ for _____________ such securities. Please issue a certificate or certificates for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security number): Name: Address: Signature: Note: The above signature should correspond exactly with the name on the first page of this Warrant Certificate. If said number of shares shall not be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder rounded up to the next higher whole number of shares. Exhibit 10.3.1 -- Page 10 EXHIBIT 2 ASSIGNMENT (To be executed only upon assignment of Warrant Certificate) For value received, the undersigned hereby sells, assigns and transfers unto the parties set forth below all or such portion of the Warrants represented by the within Warrant Certificate set forth below, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company with respect to the number of Warrants set forth below, with full power of substitution in the premises: Name(s) of Assignee(s) Address # of Warrants And if said number of Warrants shall not be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the Warrants registered by said Warrant Certificate. Dated: Signature: Notice: The signature to the foregoing Assignment must correspond to the name as written upon the substantial benefit face of this security in every particular, without alteration or any change whatsoever. Exhibit 10.3.1 -- Page 11 EX-10.3.1 9 ex10_31.htm Exhibit 10.3.1 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE HEREUNDER MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. ______________________________________________________________________________ WARRANT TO PURCHASE COMMON STOCK OF MEXICO SALES MADE EASY, INC. NO. MSME- 2015- A - ___ July __, 2015 THIS CERTIFIES THAT, for value received, _________________, or permitted registered assigns ("Holder"), is entitled, subject to the bargain for terms and conditions of this Warrant, at any party is materially impaired, which determination as made by time or from time to time commencing after the presiding court or arbitrator issuance date of competent jurisdiction shall be binding, then both parties agree this Warrant (the "Effective Date"), and before 5:00 p.m. Eastern Time on July _____, 2017 (the "Expiration Date"), 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 purchase from Mexico Sales Made Easy, Inc., a Nevada corporation (the "Company"), up 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 at an exercise price per share equal to $0.50 (the "Purchase Price"). Both the Option: EXERCISE INFORMATION: Number 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 purchasable upon exercise of this Warrant and the Option Purchase Price are subject to all other terms adjustment 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, change as it may be amended (the "Plan"). provided herein. 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. Approved November 2020 EX-10.27 2 enta-ex1027_466.htm EX-10.27 enta-ex1027_466.htm Form of Notice of Restricted Stock Unit Award under 2019 Equity Incentive Plan Exhibit 10.27 ENANTA PHARMACEUTICALS, INC. 500 Arsenal St, Watertown, MA 02472 FIN: 04-3205099 2019 Equity Incentive Plan Notice of Award of Restricted Stock Units (Executive Officers) RSU Grant Number: _____ __________ RSUs Effective as of ____________ (the "Grant Date"), this notice 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 receive one share of the Company Company's Common Stock, $.01 par value per share (the "Common Stock"), as provided below and subject to the Option: EXERCISE INFORMATION: definitions and terms and conditions referenced below. Name of Participant: __________________________ Address: __________________________ __________________________ Total Number of RSUs Granted: ______________ Vesting Schedule: 25% of the total number of RSUs subject to this Award will vest on the first, second, third and fourth anniversary of the Grant Date (with any fractional RSU becoming exercisable on any of such dates to be cumulated and to become exercisable at the end of the earliest succeeding period in which a whole RSU equivalent is accumulated). Settlement: All vested RSUs will settle, and the underlying shares of the Company's 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 will be issued 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 Participant, subject to Participant's continued employment with the Company that I am acquiring the Purchased Shares by exercise of the Option and subject to all other terms applicable tax withholding, on the first December 1 (or if such date is not a trading day, then the first trading day thereafter) (the "Settlement Date") after the applicable vesting date indicated in the vesting schedule above. This notice, together with the accompanying Enanta Pharmaceuticals, Inc. 2019 Equity Incentive Plan Terms And Conditions of RSU Award (the "Terms and conditions of Conditions"), as well as the Notice of Stock Option Grant Enanta Pharmaceuticals, Inc. 2019 Equity Incentive Plan (the "Plan"), which are incorporated by reference into the Terms and Conditions, constitute the entire agreement between you and the Stock Option Agreement that govern Company regarding this award. By your acceptance of this Award, which you have confirmed on the Option, including without limitation Company's electronic stock plan system, you agree to the terms of this Award and the Terms and Conditions under the Plan. ENANTA PHARMACEUTICALS, INC. Terms and Conditions of RSU 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, as it directly or through a delegate, and its determinations regarding the operation of the Plan are final. Subject to the limitations set forth in the Plan, 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 In case any provision one or more of the provisions contained in this Agreement is determined by Note shall for any court or arbitrator of competent jurisdiction reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision will be enforced hereof. 6 EXECUTED as of the date set forth above. LILY GROUP INC. By: ________________________ Each of the undersigned execute this Note in order to acknowledge ...the undersigned's agreements and obligations set forth herein. ________________________ Solomon Oden Howell, Jr. ________________________ James W. Stuckert ________________________ Diane V. Stuckert Signature Page to Drawdown Promissory Note SCHEDULE I Date of Drawdown Amount of Drawdown February __, 2013 $____________ EX-10.6 8 ex106.htm ex106.htm Exhibit 10.6 LILY GROUP INC. DRAWDOWN PROMISSORY NOTE Up to $1,000,000 February 26, 2013 FOR VALUE RECEIVED, the undersigned, Lily Group Inc. an Indiana corporation ("Maker"), hereby promises to pay to the maximum extent possible given order of Solomon Oden Howell, Jr., James W. Stuckert and Diane V. Stuckert or their successors or assigns (collectively, "Payee"), the intent unpaid principal balance of the parties hereto. If such clause or provision cannot be so enforced, such provision Drawdowns (as defined below), together with interest accrued thereon at the Applicable Rate (as defined herein) from the date hereof until the date that this Promissory Note (this "Note") is paid in full; provided, however, upon the occurrence of an Event of Default (as defined below), then to the extent permitted by law, Maker will pay interest to the Payee, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until payment in full at the Default Rate (as defined herein). All payments on this Note shall be stricken from this Agreement due 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 payable in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit lawful money of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator United States 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"). America. 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 March 2019 EX-10.5 5 enta-ex105_165.htm EX-10.5 enta-ex105_165.htm Exhibit 10.5 ENANTA PHARMACEUTICALS, INC. 2019 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 2019 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 _____________________ 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. Senior Vice President, Finance & Administration and Chief Financial Officer 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