Severability Contract Clauses (27,855)

Severability. If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Severability. If any provision of this Agreement is adjudicated or determined by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any lawful reason, such provision (as to such jurisdiction) shall be ineffective and rendered null and void. In such event, the remaining provisions of this Agreement shall remain effective, valid and enforceable.

Severability. If any provision of this Plan or any applicable option agreement is or becomes or is deemed to be invalid, illegal, or unenforceable or would disqualify the Plan or any applicable option agreement under applicable law, such provision will be (i) construed or deemed amended to conform to applicable law or (b) if it cannot be construed or deemed amended without materially altering the Plan or any applicable option agreement, such provision will be stricken, and the remainder of the Plan or any app...licable option agreement shall remain in full force and effect. 11 ISRAELI APPENDIX TO THE Metro One Telecommunications, Inc. 2021 STOCK INCENTIVE PLAN 1. Special Provisions for Persons who are Israeli Taxpayers. 1.1 This Israeli Appendix (the "Appendix") to the Metro One Telecommunications, Inc. 2021 Stock Incentive Plan, as amended from time to time (the "Plan") is made and entered effective as of September 10, 2021 (the "Appendix Effective Date"). The provisions specified hereunder shall form an integral part of the Plan. 1.2 The provisions set forth in this Appendix apply only to Optionees who are subject to taxation by the State of Israel with respect to Options granted thereto (each, an "Israeli Optionee"). 1.3 This Appendix applies with respect to Options granted under the Plan as aforesaid. The purpose of this Appendix is to establish certain rules and limitations applicable to Options that may be granted under the Plan to Israeli Optionees from time to time, in compliance with the securities and other applicable laws currently in force in the State of Israel. All grants made pursuant to this Appendix shall be governed by the terms of the Plan and the terms of this Appendix. This Appendix is applicable only to grants made after the Appendix Effective Date. This Appendix is subject to the ITO (as defined below) and Section 102 (as defined below) in particular. 1.4 The Plan and this Appendix shall be read together with respect to Israeli Optionees. In the event of a conflict between this Appendix and the Plan, this Appendix shall take precedence with respect to provisions relating to Section 102. View More

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative... and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby. DEBTOR: 5:01 ACQUISITION CORP. /s/ Andrew Schwab Name: Andrew Schwab Title: Co-CEO Schedule I Date of Loan Amount of Loan Amount of Principal Repaid Unpaid Principal of Note Person Making Notation EX-10.1 2 tm226380d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PROMISSORY NOTE $1,000,000.00 February 14, 2022 FOR VALUE RECEIVED, 5:01 Acquisition Corp., a Delaware corporation ("Debtor"), hereby promises to pay to the order of 5:01 Acquisition LLC, a Delaware limited liability company ("Lender"), at such address or such other place as the Lender pay from time to time designate in writing, the principal sum of the lesser of (A) ONE MILLION DOLLARS ($1,000,000) (the "Initial Loan"), or (B) the principal amount of loans outstanding hereunder, as conclusively evidenced on the grid attached hereto as Schedule I (such principal balance of advances as reflected on Schedule I, including the Initial Loan, as of the date of determination, the "Loans"). No Interest shall accrue or be payable on the Loans. All payments received by the Lender hereunder will be applied first to costs of collection, if any, then the balance to principal. Principal shall be payable in lawful money of the United States of America. View More

Severability. The invalidity of any provision of this Lease, as determined by a count of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

Severability. Except as provided in Section 2(l) hereof, in the event that a court of competent jurisdiction or other adjudicator determines that any portion of this letter is in violation of any statute or public policy or otherwise unlawful or unenforceable, only the portions of this letter that violate such statute or public policy or are otherwise unlawful or unenforceable shall be stricken. All portions of this letter that do not violate any statute, public policy, or other law shall continue in full for...ce and effect. Furthermore, if permitted by law, any order striking any portion of this letter shall modify the stricken terms as little as possible to give as much effect as possible to the intentions of the parties under this letter. View More

Severability. In the event that any part of this Agreement is deemed by a court, Regulatory Authority, Card Association or other public or private tribunal of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to have been omitted from this Agreement. The remainder of this Agreement shall remain in full force and effect, and shall be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such extent.

Severability. Any provision of this Note or the other Note Documents which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.