Transfer Clause Example with 5 Variations from Business Contracts

Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I ...understand that the certificate or the certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, Truly Yours, (Signature) Receipt of the above is hereby acknowledged. aTyr Pharma, Inc. ONE STOP SYSTEMS, INC. By: Title: Dated: 15 EX-10.3 8 d447171dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 ONE STOP SYSTEMS, INC. 2011 STOCK OPTION PLAN December 6, 2011 TABLE OF CONTENTS 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN 3 1.1 Establishment 3 1.2 Purpose 3 1.3 Term of Plan 3 2. EX-10.1 DEFINITIONS AND CONSTRUCTION 3 2.1 Definitions 3 2.2 Construction 6 3. ADMINISTRATION 6 3.1 Administration by the Board 6 3.2 Authority of Officers 6 3.3 Powers of the Board 6 3.4 Administration with Respect to Insiders 7 3.5 Indemnification 7 4. SHARES SUBJECT TO PLAN 7 4.1 Maximum Number of Shares Issuable 7 4.2 Adjustments for Changes in Capital Structure 8 5. d819057dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ATYR PHARMA, ELIGIBILITY AND OPTION LIMITATIONS 8 5.1 Persons Eligible for Options 8 5.2 Option Grant Restrictions 8 5.3 Fair Market Value Limitation 8 6. TERMS AND CONDITIONS OF OPTIONS 9 6.1 Exercise Price 9 6.2 Exercisability and Term of Options 9 6.3 Payment of Exercise Price 9 6.4 Tax Withholding 10 6.5 Repurchase Rights 11 6.6 Effect of Termination of Service 11 6.7 Transferability of Options 12 7. STANDARD FORM OF OPTION AGREEMENT 12 7.1 Option Agreement 12 7.2 Authority to Vary Terms 12 8. CHANGE IN CONTROL 12 8.1 Definitions 12 8.2 Effect of Change in Control on Options 13 9. PROVISION OF INFORMATION 13 10. COMPLIANCE WITH SECURITIES LAW 14 11. TERMINATION OR AMENDMENT OF PLAN 14 12. STOCKHOLDER APPROVAL 14 PLAN HISTORY 15 ONE STOP SYSTEMS, INC. 2014 2011 STOCK OPTION PLAN 1. ESTABLISHMENT, PURPOSE, PURPOSE AND TERM OF PLAN. 1.1 Establishment. The aTyr Pharma, One Stop Systems, Inc. 2007 2011 Stock Plan was initially adopted April 12, 2007, and approved by the Company's stockholders on April 25, 2007. This Plan was subsequently amended on several occasions and is hereby completely amended and restated, and renamed the aTyr Pharma, Inc. 2014 Stock Option Plan (the "Plan") is hereby established effective as of the date this amendment and restatement is approved by the Company's stockholders (the "Effective Date"). December 6, 2011. 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, attract and retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Awards and Restricted Stock Unit Awards. The Company intends that the Plan, and Awards granted pursuant to the Plan, be exempt from, or comply with, Section 409A, and the Plan shall be so construed. 1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board; provided, however, that Board or the date on which all Awards of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within ten (10) years from the Plan's Effective Date. earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. View More

Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I ...understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, (Signature) Receipt of the above is hereby acknowledged. aTyr Pharma, Inc. ONE STOP SYSTEMS, INC. By: Title: Dated: 2 EX-10.1 5 d819057dex101.htm EX-10.1 EX-10.1 EX-10.2 7 d447171dex102.htm EX-10.2 EX-10.2 Exhibit 10.1 ATYR PHARMA, 10.2 ONE STOP SYSTEMS, INC. 2014 2000 STOCK OPTION PLAN 1. ESTABLISHMENT, PURPOSE, PURPOSE AND TERM OF PLAN. 1.1 Establishment. The aTyr Pharma, One Stop Systems, Inc. 2007 2000 Stock Plan was initially adopted April 12, 2007, and approved by the Company's stockholders on April 25, 2007. This Plan was subsequently amended on several occasions and is hereby completely amended and restated, and renamed the aTyr Pharma, Inc. 2014 Stock Option Plan (the "Plan") is hereby established effective as of the date this amendment and restatement is approved by the Company's stockholders (the "Effective Date"). January 1, 2000. 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, attract and retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Awards and Restricted Stock Unit Awards. The Company intends that the Plan, and Awards granted pursuant to the Plan, be exempt from, or comply with, Section 409A, and the Plan shall be so construed. 1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board; provided, however, that Board or the date on which all Awards of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within ten (10) years from the Plan's Effective Date. earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. View More

Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I ...understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request. For Canadians, I understand that the resulting Shares from the exercise of the Options shall be subject to the Canadian Securities Commissions' National Instrument 45-102 and any transfer thereof shall be carried out in compliance with such laws. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, (Signature) Receipt of the above is hereby acknowledged. aTyr Pharma, Inc. DIRECT COMMUNICATION SOLUTIONS, INC. By: Title: Dated: 2 EX-10.1 5 d819057dex101.htm EX-10.1 EX-10.1 4 ea168877ex10-1_directcom.htm DIRECT COMMUNICATION SOLUTIONS, INC. AMENDED AND RESTATED 2017 STOCK PLAN, AND FORM OF STOCK OPTION AGREEMENT THEREUNDER Exhibit 10.1 ATYR PHARMA, DIRECT COMMUNICATION SOLUTIONS, INC. 2014 AMENDED AND RESTATED 2017 STOCK PLAN 1. ESTABLISHMENT, PURPOSE, AND TERM OF PLAN. 1.Establishment, Purpose and Term Of Plan. 1.1 Establishment. The aTyr Pharma, This Direct Communication Solutions, Inc. 2007 Stock Plan was initially adopted April 12, 2007, Amended and approved by the Company's stockholders on April 25, 2007. This Plan was subsequently amended on several occasions and is hereby completely amended and restated, and renamed the aTyr Pharma, Inc. 2014 Restated 2017 Stock Plan (the "Plan") is hereby established effective as of the date this amendment and restatement is approved by the Company's stockholders (the "Effective Date"). April , 2019. 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group (as defined below) and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Awards Purchase Rights, and Restricted Stock Unit Awards. Bonuses (each as defined below). The Company intends that the Plan, and Awards granted pursuant to the Plan, Plan be exempt from, from or comply with, with Section 409A, 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; Board (as defined below); provided, however, that all Awards shall be granted, if at all, within ten (10) years from the Plan's Effective Date. October 5, 2017. View More

Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I ...understand that the any certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, (Signature) Receipt of the above is hereby acknowledged. aTyr Pharma, Inc. IGM BIOSCIENCES, INC. By: Title: Dated: Dated:: 2 EX-10.1 5 d819057dex101.htm 4 d741228dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ATYR PHARMA, IGM BIOSCIENCES, INC. 2014 AMENDED AND RESTATED 2010 STOCK PLAN 1. ESTABLISHMENT, PURPOSE, PURPOSE AND TERM OF PLAN. 1.1 Establishment. The aTyr Pharma, IGM Biosciences, Inc. 2007 Stock Plan was initially adopted April 12, 2007, and approved by the Company's stockholders on April 25, 2007. This Plan was subsequently amended on several occasions and is hereby completely amended and restated, and renamed the aTyr Pharma, Inc. 2014 2010 Stock Plan (the "Plan") has been established effective as of the date this amendment and restatement is approved by the Company's stockholders (the "Effective Date"). November 1, 2010. 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks Company shall not be liable to achieve this purpose by providing any Participant for Awards in any tax, interest or penalty the form Participant might owe as a result of Options, Restricted Stock Awards and Restricted Stock Unit Awards. The Company intends that the Plan, and Awards granted pursuant to grant, holding, vesting, exercise or payment of any Award under the Plan, be exempt from, or comply with, Section 409A, and the Plan shall be so construed. Plan. 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the Plan's Effective Date. earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. View More

Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I ...understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand. In addition, I hereby agree to be bound by that certain Amended and Restated Stockholders' Agreement dated as of September 13, 2019, by and among the Company and its stockholders party thereto, as amended from time to time. Very truly yours, (Signature) Receipt of the above is hereby acknowledged. aTyr Pharma, Sweetgreen, Inc. By: Title: Dated: 2 EX-10.1 5 d819057dex101.htm EX-10.1 EX-10.1 EX-10.2 8 d104360dex102.htm EX-10.2 EX-10.2 Exhibit 10.1 ATYR PHARMA, 10.2 SWEETGREEN, INC. 2014 2009 STOCK PLAN 1. ESTABLISHMENT, PURPOSE, PURPOSE AND TERM OF PLAN. 1.1 Establishment. The aTyr Pharma, This Sweetgreen, Inc. 2007 Stock Plan was initially adopted April 12, 2007, and approved by the Company's stockholders on April 25, 2007. This Plan was subsequently amended on several occasions and is hereby completely amended and restated, and renamed the aTyr Pharma, Inc. 2014 2009 Stock Plan (the "Plan") is hereby established effective as of the date this amendment and restatement is approved by the Company's stockholders (the "Effective November 12, 2009 ("Effective Date"). 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group (as defined below) and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Awards Purchase Rights, and Restricted Stock Unit Awards. Bonuses (each as defined below). The Company intends that the Plan, and Awards granted pursuant to the Plan, Plan be exempt from, from or comply with, with Section 409A, 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; Board (as defined below); provided, however, that all Awards shall be granted, if at all, within ten (10) years from the Plan's Effective Date. earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. View More