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termination
execution copy it is the parties intent in giving this release to expressly waive and relinquish all rights and benefits under section 1542 and any law or legal principle of similar effect in any jurisdiction with respect to claims released hereby. 3. negotiations and discussions. the existence of any and all negotiations leading up to this agreement as well as all discussions held subsequent to the execution of this agreement shall be subject to federal rule of evidence 408, a copy of which is attached hereto. 4. further assurances ; delivery of instruments. each of the parties hereto agrees to authorize, and to promptly execute and deliver, such documents or instruments as any party may reasonably request in order to evidence the termination of the documents. 5. representations and warranties. each person signing this agreement on behalf of a party which is a corporation, trust, limited liability company, partnership or other entity represents and warrants to the other parties that such person has been duly authorized to execute and deliver this agreement on behalf of the party for whom it is signing and to bind that party to the terms of this agreement. 6. payment. the amount due under this agreement shall be paid by wire transfer of immediately available funds to the following account : citibank, n. a. 399 park avenue new york, ny 10043 clifford chance us llp account number : 30440197 swift code : citius33 aba number : 021000089 invoice # : 512922 7. non - disparagement. each party hereto agrees that, except as required by applicable law or the rules of any stock exchange or trading market applicable to such party, or compelled by process of law, at any time following the date hereof, neither it, nor any person acting on its behalf, shall hereafter ( i ) make any derogatory, or disparaging statement about the other party or any of the other party โ€™ s current officers, directors, employees, shareholders, lenders or counsel or any persons who were officers, directors, employees, shareholders, lenders or counsel of the other party ; or ( ii ) without the other party โ€™ s prior written consent, issue any press release concerning the other party or the past or present officers, directors, employees, shareholders, lenders or counsel of the other party. 8. counterparts. this agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each
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exhibit 10. 23 200 reservoir street, suite 303 needham, ma 02494 www. meltpharma. com 200 reservoir street, suite 303 needham, ma 02494 www. meltpharma. com 200 reservoir street, suite 303 needham, ma 02494 www. meltpharma. com 200 reservoir street, suite 303 needham, ma 02494 www. meltpharma. com may 28, 2021 mark hazard [ * * * ] [ * * * ] re : separation of employment dear mr. hazard, this letter summarizes the terms of your separation of employment with melt pharmaceuticals. 1. date of termination. your employment with melt pharmaceuticals has changed due to termination of position. 2. salary / accrued paid time off / expense reimbursement. you will be paid out all outstanding wages through may 28, 2021. as of the date of your termination / separation, you had 240 hours of paid time off ( pto ) accrued. 3. health / retirement benefits. you will receive information explaining your health insurance continuation coverage rights via mail from adp. your health benefits will be active with melt pharmaceuticals until may 31, 2021. 4. references. we will inform any future prospective employer that our policy is to only confirm your most recently held position, dates of employment and rate of pay. 5. unemployment benefits. the state of massachusetts labor & workforce development will determine your eligibility for unemployment benefits. 6. company property. you are obligated to return all company property in your possession. 7. personal property. any personal property will be shipped to you. 8. adp information. 1. date of termination. your employment with melt pharmaceuticals has changed due to termination of position. 1. date of termination. your employment with melt pharmaceuticals has changed due to termination of position. 2. salary / accrued paid time off / expense reimbursement. you will be paid out all outstanding wages through may 28, 2021. as of the date of your termination / separation, you had 240 hours of paid time off ( pto ) accrued. 2. salary / accrued paid time off / expense reimbursement. you will be paid out all outstanding wages through may 28, 2021. as of the date of your termination / separation, you had 240 hours of paid time off ( pto ) accrued. 3. health / retirement benefits. you will receive information explaining your health insurance continuation coverage rights via
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exhibit 10. 1 may 7, 2018 spar administration services, inc. 333 westchester avenue south building, suite 203 white plains, ny 10604 attention : william h. bartels, president re : notice of termination of service term to become effective august 1, 2018. dear bill, as per our discussion on may 3, 2018, pursuant to the field administration agreement effective as of december 1, 2014 ( the " agreement " ), between spar marketing force, inc. ( " smf " ), and spar administrative services, inc. ( " sas " ), smf is hereby giving sas notice of smf's termination of the service term under ( and as defined in ) the agreement, with such termination to become effective and the service term to end at the close of business on july 31, 2018. per section 10 ( a ) of the agreement smf is providing sas with more than the required sixty ( 60 ) days โ€™ notice of such termination, and per section 10 ( e ) of the agreement, for any transition services before the termination on july 31, 2018, as well as for any transition services ( of 90 days or less ) after that date, the plus percentage will remain two percent ( 2. 00 % ). smf will work together with sas ( and in particular, you and your team ) throughout this transition while sas continues to provide its services, and smf continues to use those services, under and in accordance with the agreement through the end of the service term on july 31, 2018. please let me know of any questions. sincerely, kori belzer chief operating officer spar marketing force, inc. cc : chris olivier jim segreto larry swift art drogue
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exhibit 10. 2 termination agreement between curamik electronics gmbh, am stadtwald 2, 92676 eschenbach, germany - hereinafter referred to as " company " - and luc maurits van eenaeme, kamerijkstraat 31, 9041 gent, belgium, the following is agreed upon : preamble the company is part of the international rogers group. in addition to his present activity as managing director of the company, mr. van eenaeme has exercised further activities / functions within the rogers group. the rogers group has decided to terminate all employment and mandate relationships existing between the parties. the present termination agreement regulates the termination of the employment as managing director ( as well as, in particular, any other relationships under service and / or employment agreements ) between the company and mr. van eenaeme. by means of this contract, the parties intend to settle all disputes, which have arisen and / or may arise between them. - 2 - ยง 1 termination of service agreement / resignation from managerial position and other offices 1. the parties agree that the employment relationship existing between them on the basis of the service agreement of 01 / 29 / 2012 and originally limited until 04 / 30 / 2013 has come to an end upon expiration of 06 / 30 / 2013. 2. mr. van eenaeme promises to resign from his office as managing director of the company in writing immediately after conclusion of this agreement, unless already done so. 3. furthermore, unless already done, mr. van eenaeme shall resign as soon as possible from all supervisory, advisory board and other offices which he has assumed on behalf of or in the interest of the company and / or affiliated companies. - 3 - ยง 2 termination indemnity 1. the company pays a terminationindemnity in the amount ofeur 570, 000. 00 ( five hundred andseventy thousand ) gross, which issubject to payroll tax deductions. 2. the termination indemnity men - tioned under clause 1. is due onseptember 30, 2013. ยง 3 vacation all vacation has been granted and taken in natura. there are no outstanding vacation entitlements. ยง 4 bonus and other benefits 1. the parties agree that all entitlements to a bonus and / or other benefits within the meaning of ยง 3 of the service agreement of 01 / 29 / 2012 regarding the years 2012 and 2013 have been
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february 23, 2010 otcbb : ppfp amendment to san enrique mineral property acquisition agreement and termination of yerbas buenas letter of intent pacific copper corp. ( otcbb : ppfp ) ( cusip # 69412u 10 0 ) announces an amendment dated february 22, 2010 to the mineral property acquisition agreement ( the โ€œ mpaa โ€ ) dated june 11, 2009 to purchase the san enrique property located in atacama region iii, chile ( โ€œ san enrique โ€ ) from the vendor, sociedad gareste limitada ( โ€œ gareste โ€ ). gareste is a private chilean limited liability partnership in which one of the company โ€™ s directors, harold gardner, is a 50 % owner and co - managing partner. under the terms of the amendment, gareste has agreed to include in the purchase additional mineral exploration concessions adjacent to san enrique, comprising 160 hectares, and applications for another 2, 000 hectares of adjacent concessions that overstake current concessions with senior rights in third - parties. the parties have also agreed to extend the closing date of the mpaa to june 30, 2010 and to grant and extend to gareste a specific right of rescission ( โ€œ rescission right โ€ ) of the transaction, which after closing, and if exercised, will obligate the company and its subsidiary pacific copper chile ltda. to convey the mineral titles back to gareste if the company does not raise and add to its treasury the net sum of us $ 1. 6 million dollars within six ( 6 ) months of the effective date of the amendment, or if us $ 1 million is not expended by pacific copper chile and the company on the property and related project overhead within eighteen ( 18 ) months of the effective date. the share portion of the consideration payable by the company to the vendor, amounting to 7 million shares of the company, shall be placed in escrow pending the satisfaction of closing conditions and the further satisfaction of the conditions that would otherwise give rise to the rescission right. in the case that the rescission right is exercised, gareste is obligated to release from escrow and return any share consideration received for this transaction back to the company. the other terms of the mpaa remain unchanged, including a 2 % net smelter return royalty capped at $ 6 million, subject to a buyback right by the company of one - half of the royalty for the sum
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termination and transfer agreement this termination and transfer agreement ( the โ€œ termination and transfer agreement โ€ ) is effective as of november 1st, 2018 and between les laboratoires servier, a company duly organized and existing under the laws of france, having offices and principal place of business at 50 rue carnot, 92284 suresnes cedex, france and institut de recherches internationales servier, a company duly organized and existing under the laws of france, having offices and principal place of business at 50 rue carnot, 92284 suresnes cedex, france together, hereinafter referred to as โ€œ servier โ€ on the one hand, and cti biopharma corp., a corporation organized and existing under the laws of delaware, having offices and principal place of business at 3101 western ave., suite 800, seattle, wa 98121, united states of america and cti life sciences limited, a company duly organized and existing under the laws of england, having offices and principal place of business at highlands house, basingstoke road, spencers wood, reading, berkshire rg7 1nt, united kingdom together, hereinafter referred to as โ€œ cti โ€ on the other hand, servier and cti being hereinafter individually referred to as the โ€œ party โ€ and collectively referred to as the โ€œ parties โ€. recitals a. on september 16th, 2014 servier and cti entered into an exclusive license and collaboration agreement ( the โ€œ original agreement โ€ ) pursuant to which the parties 1 established a collaboration for the development, manufacturing and commercialization of license product, all as set forth therein. b. on april 21, 2017, the parties entered into an amended and restated exclusive license and collaboration agreement ( the โ€œ a & r agreement โ€ ) to reflect the transfer of commercial rights to servier in all countries of the world except for the united states, and transfer the ma for the licensed compound in the european union upon a pix positive outcome. the parties acknowledge that the a & r agreement superseded and replaced the original agreement in its entirety. c. on july 2nd 2018 the parties entered into an amendment nยฐ1 to the a & r agreement, to modify article 6. 2. 1 of the a & r agreement, related to the conditions of an eu ma transfer. d. on 6 july 2018, cti informed servier of the results of the pix306
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exhibit 10. 2 termination of letter of intent april 26, 2018 green venture capital, inc. attention don whorley dear sir, pursuant to the letter of intent entered into by cannabis leaf, inc. and green venture capital, inc. on october 24, 2017 and pursuant to section l. of the letter of intent, cannabis leaf, inc. hereby formally terminates the letter of intent and is effective as of april 2, 2018. no consideration has been paid to date. the undersigned has caused their duly authorized officers to execute this notice of termination as of this 26th day of april, 2018 : / s / jason sakowski _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ cannabis leaf, inc. jason sakowski, president and ceo
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exhibit 10. 1 pop g food holdings corp. 10990 wilshire boulevard penthouse los angeles, ca 90024 april 24, 2018 mr. mark h. deblois chairman and ceo specialty brands holdings, llc 600 providence highway dedham, ma 02026 dear mr. deblois reference is made to tehr letter of intent, dated february 14, 2018 ( the โ€œ loi โ€ ) entered into among specialty brands holdings, llc ( โ€œ sbh โ€ ), papa gino โ€™ s inc., oreva capital corp. ( โ€œ oreva โ€ ), barington / hilco acquisition corporation ( โ€œ bhac โ€ ) and pop g food holdings corp. ( โ€œ holdings โ€ ). as we have discussed, based on our financial review of the business of the โ€œ company group โ€ ( as defined in the loi ) we have determined that payment of the purchase price set forth in the loi was not in the best interests of either holdings, bhac or their affiliates. although we have proposed payment of a reduced purchase price sbh has chosen not to accept our proposal. accordingly, please consider this letter as the official termination of the loi and our discussion with respect to the matters described therein. we wish you well in your future endeavors. very truly hours, pop g food holdings corp. by : / s / adam e. levin name : adam e. levin title : chief executive officer
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exhibit 10. 3 agreement on termination of agreements between desitin arzneimittel gmbh and zogenix, inc. by and between zogenix, inc., whose registered office is at 12400 high bluff drive, suite 650, san diego, ca 92130, usa ( hereafter ยซ zogenix ยป ) and desitin arzneimittel gmbh, whose registered office is at weg beim jager 214, 22335 hamburg, germany ( hereafter ยซ desitin ยป ) each also referred to as โ€œ party โ€ or together as โ€œ parties โ€. defined terms used in this agreement without definition shall have the meanings given them in the license agreement ( as defined below ). whereas - the parties have entered into a licensing and distribution agreement ( the โ€œ license agreement โ€ ) signed on march 14, 2008 covering the development and commercialization of the product in the territory. - - the parties have entered into a licensing and distribution agreement ( the โ€œ license agreement โ€ ) signed on march 14, 2008 covering the development and commercialization of the product in the territory. the parties have entered into a licensing and distribution agreement ( the โ€œ license agreement โ€ ) signed on march 14, 2008 covering the development and commercialization of the product in the territory. - the parties have entered into a manufacturing agreement ( the โ€œ manufacturing agreement โ€ ) signed on january 21, 2011 covering the manufacturing and supply of the product for commercialization in the territory. - - the parties have entered into a manufacturing agreement ( the โ€œ manufacturing agreement โ€ ) signed on january 21, 2011 covering the manufacturing and supply of the product for commercialization in the territory. the parties have entered into a manufacturing agreement ( the โ€œ manufacturing agreement โ€ ) signed on january 21, 2011 covering the manufacturing and supply of the product for commercialization in the territory. - desitin holds marketing authorisations for the product in germany, denmark, uk, france, norway and sweden. - - desitin holds marketing authorisations for the product in germany, denmark, uk, france, norway and sweden. desitin holds marketing authorisations for the product in germany, denmark, uk, france, norway and sweden. - desitin commercializes the product in germany and denmark ( as sumavelยฎ doseproยฎ ). the product has never been launched in uk, france, norway and sweden. - - desitin commercializes the product in germany and denmark
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agreement of termination of the contract ( translation ) party a : harbin tianmu pharmaceutical co., ltd. inc. ( tongli ) party b : tonghua yisheng pharmaceutical co., ltd. inc. ( yisheng ) due to the manufacture issues of the yisheng resulting in being unable to conduct clinical trials of the new product, the tongli decided to terminate the purchase contract of the product. according to the negotiation, the tongli and the yisheng mutually agreed to discontinue the contract with the following agreements : 1. according to the current issues of the yisheng โ€™ s product, the tongli cannot conduct the late stage clinical trials of โ€œ nafaruilin โ€, the product that the tongli purchased from yisheng. therefore, the tongli asked the yisheng to terminate all of the clinical trials of the product before june 15th, 2012. 1. according to the current issues of the yisheng โ€™ s product, the tongli cannot conduct the late stage clinical trials of โ€œ nafaruilin โ€, the product that the tongli purchased from yisheng. therefore, the tongli asked the yisheng to terminate all of the clinical trials of the product before june 15th, 2012. 1. 2. the yisheng will repay 22 million renminbi yuan ( ยฅ22, 000, 000 ) of the advance payment to the tongli. the due dates and amounts of the repayments are : 2. the yisheng will repay 22 million renminbi yuan ( ยฅ22, 000, 000 ) of the advance payment to the tongli. the due dates and amounts of the repayments are : 2. 1 ) five million ( ยฅ5, 000, 000 ) renminbi yuan, before august 30th, 2012. 1 ) five million ( ยฅ5, 000, 000 ) renminbi yuan, before august 30th, 2012. 1 ) 2 ) six million ( ยฅ6, 000, 000 ) renminbi yuan, before november 30th, 2012. 2 ) six million ( ยฅ6, 000, 000 ) renminbi yuan, before november 30th, 2012. 2 ) 3 ) eight million ( ยฅ8, 000, 000 ) renminbi yuan, before february 28th, 2013. 3 ) eight million ( ยฅ8, 000, 000 ) renminbi yuan, before february 28th, 2013. 3 ) 4 ) three million ( ยฅ3, 000,
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exhibit 10. 1 september 25, 2020 christian boas rue du moulin 12, 1310 la hulpe ( belgium ) emile boas avenue du beau feuillage 1a, 1950 kraainem ( belgium ) dreda / sylvie boas avenue e. van becelaere 103, 1170 watermael - boitsfort ( belgium ) asco industries nv and s. r. i. f. nv weiveldlaan 2, 1930 zaventem ( belgium ) re : amendment to the agreement for the sale and purchase of shares of s. r. i. f. nv dear sir / madam, we refer to the agreement for the sale and purchase of the shares of s. r. i. f. nv among christian boas, emile boas, dreda general partnership under belgian law and sylvie boas ( together, the โ€œ sellers โ€ ), spirit aerosystems belgium holdings bvba ( the โ€œ purchaser โ€ ) and spirit aerosystems holdings, inc. ( together with the purchaser, โ€œ spirit โ€, and spirit together with the sellers, the โ€œ parties โ€ ), as amended ( the โ€œ spa โ€ ). capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the spa. whereas : ( a ) as of september 25, 2020, certain conditions precedent to the obligations of the parties to complete the transaction have not been satisfied ; ( b ) one of the remaining conditions precedent includes the european commission โ€™ s approval ( the โ€œ ec condition โ€ ) to close the transaction in accordance with the commitments ; ( c ) as of september 25, 2020, spirit โ€™ s management believes it is unlikely that the ec condition will be satisfied by the long stop date and spirit does not expect to extend the long stop date ; and ( d ) during a conference call meeting held on 22 september 2020, mazars, appointed as the monitoring trustee for purposes of the commitments, has confirmed that it is very unlikely that the ec condition will be satisfied by the long stop date ; in view of the above, the parties agree and acknowledge that there is no further interest in continuing the efforts to pursue the fulfillment of the conditions precedent and therefore jointly agree to the following by means of this letter agreement ( the โ€œ letter agreement โ€ ) : ยท the parties shall no longer be under the obligation to ensure in accordance with clauses 4. 3. 1 and 4. 4 that the conditions precedent are satisfied as soon
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february 26, 2015 mr. curt pullen 2115 meadowdale nw grand rapids mi 49504 dear curt, as we discussed, we are providing a plan to assist you in transitioning from your role as executive vice president and president, herman miller north america. the basic elements of the package are as follows : โ€ข you will be placed on a paid personal leave of absence starting february 26, 2015. during this time you will not perform nor will you be responsible for duties related to your current role ; โ€ข โ€ข you will be placed on a paid personal leave of absence starting february 26, 2015. during this time you will not perform nor will you be responsible for duties related to your current role ; you will be placed on a paid personal leave of absence starting february 26, 2015. during this time you will not perform nor will you be responsible for duties related to your current role ; โ€ข you will be available to advise me or others designated by me, relative to the transition of the north american business and be available to provide advice on other matters as requested. โ€ข โ€ข you will be available to advise me or others designated by me, relative to the transition of the north american business and be available to provide advice on other matters as requested. you will be available to advise me or others designated by me, relative to the transition of the north american business and be available to provide advice on other matters as requested. โ€ข the duration of your personal leave of absence will be 6 months from the date of this letter, at the end of which your employment with the company will terminate ( โ€œ termination date โ€ ) and be eligible for the separation benefits outlined in the agreement you were provided today ; โ€ข โ€ข the duration of your personal leave of absence will be 6 months from the date of this letter, at the end of which your employment with the company will terminate ( โ€œ termination date โ€ ) and be eligible for the separation benefits outlined in the agreement you were provided today ; the duration of your personal leave of absence will be 6 months from the date of this letter, at the end of which your employment with the company will terminate ( โ€œ termination date โ€ ) and be eligible for the separation benefits outlined in the agreement you were provided today ; โ€ข as of february 26, 2015 you will no longer have access to hm systems, administrative support or expense reimbursement for expenses incurred after february 26th. however, karen fox will continue to be available as needed to effectively transition any issues or open items. โ€ข โ€ข
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exhibit 10. 1 [ _ _ _ _ _ _ _ _ ] [ _ _ _ _ _ _ _ _ ], 2020 subject : non - executive director letter of appointment dated [ _ _ _ _ _ _ _ _ _ _ _ ] ( the letter ) dear [ _ _ _ _ _ _ _ ], this letter confirms our recent discussions in relation to your decision to not stand for re - election to the board of directors ( board ) of quotient ltd ( company ) at the next annual general meeting of the shareholders of the company ( agm ). the letter will terminate by mutual consent on the earlier of ( i ) the date of the agm or ( ii ) october 29, 2020 ( termination date ). until the termination date, the company will continue to pay, on a monthly basis, the balance of the non - employee director annual cash retainer and committee fee relating to your service as a director and a member of the [ _ _ _ _ _ _ _ _ _ ] committee. in consideration of your decision to not seek re - election to the board and notwithstanding anything to the contrary contained in the letter, the company's 2014 stock incentive plan, as amended, ( the plan ), and restricted stock unit ( rsu ) and option award agreements, ( i ) all your issued but unvested rsu โ€™ s will remain outstanding and vest on their regularly scheduled vesting dates ; and ( ii ) all your issued but unvested stock options ( options ) will remain outstanding and their vesting date shall be accelerated to the termination date. all vested options will remain exercisable until the tenth anniversary of their respective grant dates and will be forfeited if not exercised before expiry of their respective terms. exhibit a sets forth a list of your outstanding options and rsu โ€™ s. for the sake of completeness and except as otherwise indicated above, the terms and conditions of the plan, will continue to apply to your rsu โ€™ s and options, in particular the change in control provisions. it is also incumbent on me to highlight that your duties of confidentiality owed to the company ( including under the letter ) will survive the termination of the letter and the termination of your office as a director of the company, and i would also like to take the opportunity to remind you of your obligations under clause 9 of the letter in relation to the return of company - and group - related documents, records, papers and other property
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exhibit 10. 1 settlement and termination of license agreement besins healthcare luxembourg sarl and its affiliates ( โ€œ besins โ€ ) and atossa genetics, inc. ( โ€œ atossa โ€ ) ( collectively with besins, the โ€œ parties โ€ ) enter into this settlement and termination of license agreement ( โ€œ termination agreement โ€ ) as of this 4th day of august, 2016 ( the โ€œ effective date โ€ ). recitals a. besins and atossa entered into an intellectual property license agreement as of may 14, 2015 ( โ€œ license agreement โ€ ) which provided, among other terms, that besins granted to atossa an exclusive, transferable license under besins core ip and besins platform ip to make, have made, manufacture, have manufactured, use, sell, have sold, offer to sell, have offered to sell, import, have imported, export, have exported, and otherwise transfer, dispose of, distribute, or develop and improve afimoxifene gel for the sole purposes of atossa obtaining regulatory approval and commercialization of afimoxifene gel in the field in the territory during the term and practicing any method claimed in the besins core ip and besins platform ip in the field in the territory during the term. b. prior to entering into the license agreement, in connection with its due diligence efforts, and subsequent to entering into the license agreement, atossa received from and / or was provided access to substantial amounts of besins โ€™ proprietary and confidential information. c. after entering into the license agreement, besins and atossa disputed certain terms and conditions of the license agreement, including the scope of the rights granted to atossa pursuant to the license agreement. d. when besins and atossa could not resolve the dispute through negotiations, atossa filed suit on january 29, 2016, against besins in the united states district court for the district of delaware ( โ€œ court โ€ ) in a case captioned atossa genetics, inc. v. besins healthcare luxembourg sarl, case no. 1 : 16 - cv - 00045 ( gms ) ( the โ€œ litigation โ€ ), claiming, among other allegations, that besins had breached the license agreement. atossa sought damages and declaratory relief. besins answered the complaint on march 8, 2016, denying the atossa allegations and asserting counterclaims against atossa alleging that atossa breached
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exhibit 10. 2 termination of investment management agreement this termination of investment management agreement ( the โ€œ termination agreement โ€ ) is made as of february 1, 2012, among allstate investments, llc ( โ€œ aillc โ€ ), allstate insurance company, the allstate corporation, and each of the following companies ( an โ€œ affiliate โ€ ) ( collectively the โ€œ parties โ€ ) : allstate assignment company allstate distributors, l. l. c. allstate enterprises, llc allstate equity management, llc allstate finance company, llc allstate financial corporation allstate financial services, llc allstate financial, llc allstate insurance holdings, llc allstate international insurance holdings, inc. allstate motor club, inc. allstate non - insurance holdings, inc. allstate settlement corporation american heritage life investment corporation answer financial inc. avanzata insurance agency, llc credit card sentinel, inc. current creek investments, llc esurance holdings, inc. esurance insurance services, inc. insurance answer center, llc ivantage select agency, inc. kennett capital, inc. ocoma industries, inc pablo creek services, inc. road bay investments, llc signature agency, inc. signature motor club of california, inc. signature motor club, inc. signature nationwide auto club of california, inc. signature โ€™ s nationwide auto club, inc. sterling collision centers, inc. tech - cor, llc the allstate corporation allstate assignment company allstate assignment company allstate distributors, l. l. c. allstate distributors, l. l. c. allstate enterprises, llc allstate enterprises, llc allstate equity management, llc allstate equity management, llc allstate finance company, llc allstate finance company, llc allstate financial corporation allstate financial corporation allstate financial services, llc allstate financial services, llc allstate financial, llc allstate financial, llc allstate insurance holdings, llc allstate insurance holdings, llc allstate international insurance holdings, inc. allstate international insurance holdings, inc. allstate motor club, inc. allstate motor club, inc. allstate non - insurance holdings, inc. allstate non - insurance holdings, inc. allstate settlement corporation allstate settlement corporation american heritage life investment corporation american heritage life investment corporation answer financial
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early termination agreement this early termination agreement ( โ€œ agreement โ€ ) is entered into as of september 15, 2014, by and between calpetro tankers ( bahamas i ) limited, a corporation organized under the laws of the commonwealth of the bahamas and having its registered office at mareva house, # 4 george street, nassau, new providence, one of the islands of the bahamas ( โ€œ cpt โ€‘ i โ€ ), calpetro tankers ( bahamas ii ) limited, a corporation organized under the laws of the commonwealth of the bahamas and having its registered office at mareva house, # 4 george street, nassau, new providence, one of the islands of the bahamas ( โ€œ cpt โ€‘ ii โ€ ), calpetro tankers ( iom ) limited, a corporation organized under the laws of the isle of man and having its registered office at ragnall house, 18 peel road, douglas, isle of man ( โ€œ cpt โ€‘ iom โ€ ), california petroleum transport corporation, a corporation incorporated under the laws of the state of delaware and having its registered office at 114 west 47th street, suite 2310, new york, new york 10036 ( โ€œ cptc โ€ ), and chevron transport corporation ltd., a corporation organized under the laws of bermuda and having its registered office at chevron house, 11 church street, hamilton, hm11, bermuda, as successor by merger to chevron transport corporation, a corporation organized under the laws of liberia ( โ€œ ctc โ€ ), with reference to the following facts : a. ctc and cpt โ€‘ i are parties to a bareboat charter agreement dated april 5, 1995 ( the โ€œ cygnus charter โ€ ) ; ctc and cpt โ€‘ ii are parties to a bareboat charter agreement dated april 5, 1995 ( the โ€œ altair charter โ€ ) ; and ctc and cpt - iom are parties to a bareboat charter agreement dated april 5, 1995, as amended by amendment no. 1 to bareboat charter dated june 28, 2001 ( the โ€œ sirius charter โ€ ; together with the cygnus charter and the altair charter, the โ€œ charters โ€ ). a. b. chevron corporation, a corporation incorporated under the laws of the state of delaware ( โ€œ chevron โ€ ), executed a guarantee dated april 5, 1995 in favor of cpt โ€‘ i ( the โ€œ cygnus guarantee โ€ ), a guarantee dated april 5, 1995 in favor of cpt โ€‘
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termination of asset purchase agreements, franchise and parent guaranty this termination of asset purchase agreements, franchise and parent guaranty ( this โ€œ agreement โ€ ) is entered into as of the 27th day september, 2011 ( the โ€œ effective date โ€ ), by and among artesian wastewater maryland, inc., a delaware corporation ( the โ€œ franchisee โ€ ), artesian resources corporation, a delaware corporation ( โ€œ parent โ€ ) and cecil county, maryland, a body corporate and politic under the laws of the state of maryland, as represented by the board of county commissioners of cecil county ( the โ€œ county โ€ ). explanatory statement a. the county issued a franchise for wastewater services to franchisee and entered into that certain franchise for wastewater services and wastewater service agreement dated august 19, 2008, as amended by first amendment to franchise for wastewater services and wastewater service agreement dated october 7, 2008, with such franchisee ( collectively, the โ€œ franchise agreement โ€ ). b. parent delivered to the county a parent guaranty dated august 19, 2008 ( the โ€œ parent guaranty โ€ ), respecting the obligations of franchisee, its corporate subsidiary, under the franchise and the franchise agreement. c. the county and franchisee, as โ€œ buyer, โ€ entered into asset purchase agreements dated october 7, 2008 as amended by first amendments to asset purchase agreement dated december, 2009 and second amendments to asset purchase agreements ( collectively, the โ€œ asset purchase agreements โ€ ) respecting the sale and purchase of certain wastewater facilities known as the harbourview wastewater facility, the cherry hill wastewater facility, the meadowview wastewater facility and the highlands wastewater facility ( all, collectively, the โ€œ facilities โ€ ) and the associated parcels of real property, easement rights and wastewater collection system with respect to such facilities. d. franchisee has requested that the county relieve franchisee of the obligation to settle for the purchase and sale of the facilities, pursuant to the asset purchase agreements and, correspondingly, franchisee and parent have requested to be relieved of their respective obligations to the county under the franchise agreement and the parent guaranty. e. the board of county commissioners of the county ( the โ€œ board โ€ ) has determined that the termination of the asset purchase agreements and the franchise and the parent guaranty, and the release of the obligations of franchisee and parent to the county thereunder, is in the public interest, and pursuant to resolutions of the board dated of event date the board has authorized the president
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in the united states bankruptcy court for the district of delaware - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - in re : : chapter 11fbi wind down, inc. ( f / k / a furniture brands international, inc. ), et al., : case no. 13 - 12329 ( css ) debtors. 1 : ( jointly administered ) : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - in re : : chapter 11fbi wind down, inc. ( f / k / a furniture brands international, inc. ), et al., : case no. 13 - 12329 ( css ) debtors. 1 : ( jointly administered ) : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - in re : : chapter 11fbi wind down, inc. ( f / k / a furniture brands international, inc. ), et al., : case no. 13 - 12329 ( css ) debtors. 1 : ( jointly administered ) : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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exhibit 10. 5 termination agreement party a ( the leaser ) : tianjin shimao auto logistics center co., ltd party b ( the leasee ) : tianjin binhai shisheng trading group co., ltd whereas, in june 2010, the parties had entered into a vehicle exhibition hall lease contract for the premise located at 129 tianbao avenue, free trade zone, tianjin ; and whereas party a wishes to conduct refurbishment and decoration of the premise in question, both the parties hereby agree to terminate the said lease contract as of november 30, 2012, prior to its expiration. party a hereby agrees to refund the rental for december 2012, rmb 105, 000, and deposit for the said contract, rmb 150, 000, totaling two hundred fifty - five thousand renminbi, to party b within one week from the date of this agreement. party b agrees not to claim any additional compensation against party a. this agreement becomes effective with official stamps of both parties. this agreement is made in two copies, each held by one of the parties. party a : party b : nov 30, 2012
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exhibit 10. 1 intec pharma ltd. $ 75, 000, 000 ordinary shares sales agreement february 28, 2019 cowen and company, llc 599 lexington avenue new york, ny 10022 ladies and gentlemen : intec pharma ltd., a company organized and existing under the laws of the state of israel, public company number # # # - # # # - # # # # ( the โ€œ company โ€ ), confirms its agreement ( this โ€œ agreement โ€ ) with cowen and company, llc ( โ€œ cowen โ€ ), as follows : 1. issuance and sale of shares. the company agrees that, from time to time during the term of this agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through cowen, acting as agent and / or principal, shares ( the โ€œ placement shares โ€ ) of the company โ€™ s ordinary shares, no par value per share ( the โ€œ ordinary shares โ€ ), having an aggregate offering price of up to $ 75, 000, 000. notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this section 1 on the number of ordinary shares issued and sold under this agreement shall be the sole responsibility of the company, and cowen shall have no obligation in connection with such compliance. the issuance and sale of ordinary shares through cowen will be effected pursuant to the registration statement ( as defined below ) filed by the company and declared effective by the securities and exchange commission ( the โ€œ commission โ€ ), although nothing in this agreement shall be construed as requiring the company to use the registration statement ( as defined below ) to issue the placement shares. the company has filed or will file, in accordance with the provisions of the securities act of 1933, as amended, and the rules and regulations thereunder ( collectively, the โ€œ securities act โ€ ), with the commission a registration statement on form s - 3, including a base prospectus, relating to certain securities, including the ordinary shares, to be issued from time to time by the company, and which incorporates by reference documents that the company has filed or will file in accordance with the provisions of the securities exchange act of 1934, as amended, and the rules and regulations thereunder ( collectively, the โ€œ exchange act โ€ ). the company has prepared a prospectus supplement specifically relating to the placement shares ( the โ€œ prospectus supplement โ€ ) to the
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exhibit 10. 3 exclusive sales and marketing agreement by and between national coffee service & vending and [ jammin java corp ] april 25, 2011 exclusive sales and marketing agreement this exclusive sales and marketing agreement ( this โ€œ agreement โ€ ) is entered into this 25th day of april, 2011 by and between national coffee and service vending ( hereinafter โ€œ ncsv โ€ ), a fl llc with its registered address at 2620 carter lane lake worth, fl 33460, and jammin java corp. ( hereinafter โ€œ jj โ€ ), a nevada corporation, with its registered address 8200 wilshire blvd, # 200, beverly hills, ca 91211. ncsv and jj are sometimes collectively referred to herein as the โ€œ parties โ€ or individually as a โ€œ party โ€. whereas, ncsv is a well established sales organization of coffee in the united states for office coffee services ( โ€œ territory โ€ ). whereas, jj are the producers of the โ€œ jammin java coffee โ€ brand of roasted coffees ( the โ€œ product โ€ ) for which they require a sales and marketing partner within the territory ; now, therefore, the parties hereby agree as follows : 1. appointment of exclusive agent. jj hereby appoints ncsv as their agents and distributors covering the product within the territory. sub - agents and sub - distributors may be granted the right to market the product within the territory by the mutual agreement of the parties in writing. this contract allows ncsv the exclusive rights to sell jammin java products under the terms and conditions of this agreement within the united states of america in the office coffee, vending, office products, water and other industries featuring a โ€œ break room โ€ division, and offshoots thereof ( the โ€œ territory โ€ ). this agreement also includes distribution companies that service these industries. the parties will enter into a separate non - exclusive agreement for ncsv to receive rights in connection with the hospitality, e - retail and foodservice segments. 1. appointment of exclusive agent. jj hereby appoints ncsv as their agents and distributors covering the product within the territory. sub - agents and sub - distributors may be granted the right to market the product within the territory by the mutual agreement of the parties in writing. this contract allows ncsv the exclusive rights to sell jammin java products under the terms and conditions of this agreement within the united states of america in the office coffee, vending
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exhibit 10. 2 amendment no. 2 to the real estate sales contract ( english translation ) seller : tsai ming - yin ( hereinafter referred to as party a ) trustee : sunty development co., ltd. ( hereinafter referred to as party b ) contracting party : aerkomm inc. ( hereinafter referred to as party c ) buyer : aerkomm taiwan inc. ( hereinafter referred to as party d ) seller : tsai ming - yin ( hereinafter referred to as party a ) seller : tsai ming - yin ( hereinafter referred to as party a ) trustee : sunty development co., ltd. ( hereinafter referred to as party b ) trustee : sunty development co., ltd. ( hereinafter referred to as party b ) contracting party : contracting party : aerkomm inc. ( hereinafter referred to as party c ) aerkomm inc. ( hereinafter referred to as party c ) buyer : aerkomm taiwan inc. ( hereinafter referred to as party d ) buyer : aerkomm taiwan inc. ( hereinafter referred to as party d ) party a, party b, party c and party d have entered into a real estate sales contract ( โ€œ sales contract โ€ ) on july 10, 2018 ( hereinafter referred to as โ€œ sales contract โ€ ) in respect of the land which is located at no. 89 - 49 dashuiku section, xinyi district, keelung city. the sales contract was subsequently amended on july 30, 2018. the parties now hereby further amend the sales contract as follows : i. all parties agreed to further amend the payment deadline under iii. ( 2 ) of the sales contract from september 4, 2018 to november 4, 2018. it is also agreed that the deadline for party a to exercise its special contract termination right under ix. ( 1 ) of the sales contract is further amended from october 4, 2018 to december 4, 2018. furthermore, party d โ€™ s termination right due to the situation of its public offering under ix. ( 2 ) of the sales contract is further amended from september 4, 2018 to november 4, 2018. i. all parties agreed to further amend the payment deadline under iii. ( 2 ) of the sales contract from september 4, 2018 to november 4, 2018. it is
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exhibit 10. 34 amended and restated employment agreement this amended and restated employment agreement ( this โ€œ agreement โ€ ) is entered into by and between santarus, inc., a delaware corporation ( the โ€œ company โ€ ), and gerald t. proehl ( โ€œ executive โ€ ), and shall be effective as of december 5, 2007. whereas, the company and executive desire to further amend and restate that certain employment agreement between the executive and the company ( the โ€œ original agreement โ€ ), dated as of march 31, 2004 ( the โ€œ effective date โ€ ). now, therefore, in consideration of the mutual promises herein contained, the parties agree as follows : 1. definitions. as used in this agreement, the following terms shall have the following meanings : ( a ) board. โ€œ board โ€ means the board of directors of the company. ( b ) bonus. โ€œ bonus โ€ means an amount equal to the average of the bonuses awarded to executive for each of the three ( 3 ) fiscal years prior to the date of termination, or such lesser number of years as may be applicable if executive has not been employed for three ( 3 ) full years on the date of termination. for purposes of determining executive โ€™ s โ€œ bonus, โ€ to the extent executive received no bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account ( using zero ( 0 ) as the applicable bonus ) in determining executive โ€™ s โ€œ bonus โ€ for purposes of section 4. if any portion of the bonuses awarded to executive consisted of securities or other property, the fair market value thereof shall be determined in good faith by the board. ( c ) cause. โ€œ cause โ€ means any of the following : ( i ) the commission of an act of fraud, embezzlement or dishonesty by executive that has a material adverse impact on the company or any successor or affiliate thereof ; ( ii ) a conviction of, or plea of โ€œ guilty โ€ or โ€œ no contest โ€ to, a felony by executive ; ( iii ) any unauthorized use or disclosure by executive of confidential information or trade secrets of the company or any successor or affiliate thereof that has a material adverse impact on any such entity ; ( iv ) executive โ€™ s gross negligence, insubordination or material violation of any duty of loyalty to the company or any other material misconduct on the part of executive ; ( v ) executive โ€™ s ongoing and repeated failure or refusal to perform or neglect of
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exhibit 10. 3 indenture among brightstar corp. the guarantors named in schedule i hereto and deutsche bank trust company americas, as trustee 9. 500 % senior notes due 2016 dated as of november 30, 2010 exhibit 10. 3 indenture among brightstar corp. the guarantors named in schedule i hereto and deutsche bank trust company americas, as trustee 9. 500 % senior notes due 2016 dated as of november 30, 2010 table of contents page article i definitions and incorporation by reference section 1. 01. definitions 1 section 1. 02. other definitions 33 section 1. 03. incorporation by reference of trust indenture act 34 section 1. 04. rules of construction 34 section 1. 05. acts of holders 35 article ii the notes section 2. 01. form and dating ; terms 36 section 2. 02. execution and authentication 38 section 2. 03. registrar and paying agent 38 section 2. 04. paying agent to hold money in trust 39 section 2. 05. holder lists 39 section 2. 06. transfer and exchange 39 section 2. 07. replacement notes 52 section 2. 08. outstanding notes 52 section 2. 09. treasury notes 53 section 2. 10. temporary notes 53 section 2. 11. cancellation 53 section 2. 12. defaulted interest 54 section 2. 13. cusip numbers ; isin numbers 54 article iii redemption section 3. 01. notices to trustee 54 section 3. 02. selection of notes to be redeemed or purchased 55 section 3. 03. notice of redemption 55 section 3. 04. effect of notice of redemption 56 section 3. 05. deposit of redemption or purchase price 56 section 3. 06. notes redeemed or purchased in part 57 section 3. 07. optional redemption 57 section 3. 08. mandatory redemption 58 section 3. 09. offers to repurchase by application of excess proceeds 58 i table of contents page article i definitions and incorporation by reference section 1. 01. definitions 1 section 1. 02. other definitions 33 section 1. 03. incorporation by reference of trust indenture act 34 section 1. 04. rules of construction 34 section 1. 05. acts of holders 35 article ii the notes section 2. 01. form and dating ; terms 36 section 2. 02. execution and authentication 38 section 2. 03. registrar and paying agent 38 section 2. 04. paying agent to hold money in trust 39 section 2. 05. holder lists 39 section
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exhibit 10. 1 calumet specialty products partners, l. p., calumet lp gp, llc, calumet operating, llc, calumet lubricants co., limited partnership, calumet shreveport, llc, calumet shreveport lubricants & waxes, llc, calumet shreveport fuels, llc, calumet sales company incorporated, calumet penreco, llc and calumet finance corp., as borrowers amended and restated credit agreement dated as of june 24, 2011 $ 550, 000, 000 certain financial institutions, as lenders, bank of america, n. a., as agent, jpmorgan chase bank, n. a., as co - syndication agent, wells fargo capital finance, llc, as co - syndication agent, pnc bank, n. a., as co - documentation agent, suntrust bank, as co - documentation agent and merrill lynch, pierce, fenner & smith incorporated, j. p. morgan securities llc and wells fargo capital finance, llc as joint lead arrangers and joint book runners exhibit 10. 1 calumet specialty products partners, l. p., calumet lp gp, llc, calumet operating, llc, calumet lubricants co., limited partnership, calumet shreveport, llc, calumet shreveport lubricants & waxes, llc, calumet shreveport fuels, llc, calumet sales company incorporated, calumet penreco, llc and calumet finance corp., as borrowers amended and restated credit agreement dated as of june 24, 2011 $ 550, 000, 000 certain financial institutions, as lenders, bank of america, n. a., as agent, jpmorgan chase bank, n. a., as co - syndication agent, wells fargo capital finance, llc, as co - syndication agent, pnc bank, n. a., as co - documentation agent, suntrust bank, as co - documentation agent and merrill lynch, pierce, fenner & smith incorporated, j. p. morgan securities llc and wells fargo capital finance, llc as joint lead arrangers and joint book runners table of contents page section 1. definitions ; rules of construction 1 1. 1 definitions 1 1. 2 accounting terms 35 1. 2. 1 generally 35 1. 2. 2 changes in gaap 35 1. 2
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exhibit 10. 16 description of material terms of advances made by phillip sales, inc. phillip sales, inc. advanced funds to southpeak interactive, l. l. c. at varying times with no written loan agreement. there was no collateral required for the advances and no interest was charged or paid. the advances are payable on demand.
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exhibit 10. 1 shouyang project coalbed methane purchase and sales contract between china united coalbed methane co., ltd. and shanxi guoxin energy development group co., ltd. june 12, 2010 contents 1. definition 1 2. gas sources 3 3. contract term 3 4. commissioning and stable gas purchase and sales 3 6. quantity, specified procedures and acceptance 4 7. price 5 8. quality 6 9. metering 7 10. settlement 9 11. resale 11 12. tax 11 13. liability and indemnification 11 14. maintenance 14 15. force majeure 15 16. dispute resolution 16 17. applicable law 17 18. transfer 17 19. confidentiality 18 20. communication and liaison 18 21. effectiveness, modification and termination of the contract 19 22. miscellaneous 19 date of signature : june 12, 2010 20 annex a 21 measurements and verification 21 annex b 24 cbm measurement delivery management procedures 24 preface whereas china united coalbed methane co., ltd ( hereinafter referred to as โ€œ seller โ€ ), a company established under the laws of the people โ€™ s republic of china, is registered in beijing ; and shanxi guoxin energy development group co. limited ( hereinafter referred to as โ€œ buyer โ€ ), a company established under the laws of the people โ€™ s republic of china, is registered in taiyuan city, shanxi province. whereas, seller is a specialized coalbed methane company established and approved by the state council, exploiting coalbed methane resources in shouyang project area in shanxi province ; whereas, shouyang project is a cooperative project of coalbed methane resources exploitation operated according to the โ€œ production sharing contract for the exploitation of coalbed methane resources for the shouyang area in shanxi province, the people โ€™ s republic of china โ€ signed by and between china united coalbed methane co., ltd. and far east energy corporation on april 16th, 2002. whereas, buyer is a gas business company specializing in natural gas ( coalbed methane ) pipeline construction and integrated utilization, and willing to purchase the coalbed methane gas produced from the shouyang project ; therefore, the parties hereto, adhering to the principle of fairness, equality and mutual benefit, and after consultation, agree to sign this contract. the parties hereto commit to observe the rights and obligations herein. 1. definition 1. 1. definition the terms used in this contract and with specific meanings are here
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exhibit 10. 1 marketing and sales distribution agreement this marketing and sales distribution agreement ( the " agreement " ) is made by and between anvex international, inc. ( " anvex " ) and / or assigns ( the " assigns " ) to market and distribute the manufactured stone products ( hereafter collectively referred to as ( โ€œ products " ), and rivef s. c., ltd. ( hereafter referred to as " supplier " ), collectively the " parties ", on the 23rd day of february, 2011. whereas, supplier is a distributor of certain manufactured stone products in ecuador, of which a non - exclusive list is hereby provided in exhibit a, and anvex and its assigns, are in the business of marketing and distributing items to the general public. now, therefore, in consideration of the mutual agreements promises set forth herein, the parties agree as follows : 1. supplier agrees to distribute the products and fulfill anvex โ€™ s written purchase orders for products in a timely manner, and in any event will use its best efforts to fill placed orders within a period of thirty days ( 30 ) days or less following the receipt of any written order. anvex or its assigns shall prepay by letter of credit or wire transfer 25 % of the price up - front and then satisfy the remaining 75 % of the price within 7 days after the product is loaded and has departed a sea port. anvex will pay all related shipping costs, unless other arrangements have been expressly made. 2. supplier agrees to deliver to anvex copies of all applicable reports, articles, tests, investigations, testimonials, certificates and any other comments or other information ( collectively the โ€œ information " ) on the products immediately after supplier's receipt of such information. anvex and its assigns may use the information in all its marketing and distribution efforts to sell the products. anvex agrees not to make any marketing claims in regard to the products that are not supported by the information supplied by supplier. 3. price will be determined according to exhibit a ( product and pricing ). from time to time, supplier can make reasonable adjustment ( s ) to the price of the products by giving anvex written notification of such product price amendments. although the price list acts as a guide for purchases made by anvex, discounts can be negotiated between both parties on any singular product purchase order submitted to supplier. 4. this agreement
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confidential materials have been omitted from this exhibit pursuant to a request for confidential treatment and have been filed separately with the securities and exchange commission. asterisks denote omissions. signature version exhibit 10. 4 semiconductor custom manufacturing attachment no. 3 custom sales agreement no. 000569 when signed by the parties where provided below, this attachment shall be incorporated into custom sales agreement no. 000569 as semiconductor custom manufacturing attachment no. 3 ( โ€œ attachment โ€ ) and shall be effective as of the date identified below by the second party to sign this attachment ( the โ€œ effective date โ€ ) ; however, if customer fails to identify a date of signing, then the effective date shall be the date of signing identified by ibm. attachments are governed by the terms and conditions of the base agreement. statement of work unique terms and conditions the following terms and conditions are applicable to this attachment only. referring to the base agreement : ( a ) modify the following terms and conditions : delete section 4. 1 in its entirety and replace it with the following : 4. 1 [ * * * ]. products will be : ( 1 ) integrated or incorporated into systems sold by customer unless otherwise specified by ibm in writing ; or ( 2 ) distributed in incidental additional quantities for use as service or upgrade parts in systems customer has sold. delete section 5. 3 in its entirety. delete section 8. 1 in its entirety and replace it with the following : 8. 1 ibm warrants that each unit of product will be free from defects in material and workmanship for [ * * * ] after delivery. for purposes of this provision only, delivery to customer of each unit of product is deemed to occur five ( 5 ) calendar days after shipment from ibm. this warranty does not include repair of damage resulting from failure to provide a suitable installation environment, any use for other than the intended purpose, accident, disaster, neglect, misuse, transportation, alterations, or non - ibm repairs or activities. customer acknowledges that the functionality of products is contingent on customer โ€™ s designs and, therefore, such warranty does not apply to the functionality of products fabricated under this agreement. ibm warrants services will be performed using reasonable care and skill. delete section 8. 4 in its entirety and replace with the following : 8. 4 if ibm determines such products do not meet the warranty, ibm will, at its option, repair or replace the products or issue a credit in accordance with the purchase
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exhibit 10. 1 execution copy propane sales contract this propane sales contract ( this โ€œ contract โ€ ) is entered into effective may 1, 2008 between spectra energy propane llc ( โ€œ seller โ€ ) and gas supply resources llc ( โ€œ buyer โ€ ). ( seller and buyer being referred to collectively as the โ€œ parties โ€ and individually, as a โ€œ party โ€ ) contract ref. no. : 1 2. seller spectra energy propane llc 5400 wecthcimer court houston tx, usa 77056 attention : william s. garner 3. buyer gas supply resources llc 5817 westheimer, suite 2000 houston, tx 77057 attention : richard m. paul, jr. 4. term the term of this contract shall run during the period from may 1, 2008 to april 30, 2014, the term shall he divided into contract years ( each, a โ€œ contract year โ€ ) commencing on may 1 and ending, on the next succeeding april 30. 5. assignment this contract shall extend to and be binding upon the successors and assigns of the parties, but neither this contract nor any part, specifically including the right to receive payment, shall be assigned or transferred by either party or by law without the prior written consent of the other party which shall not be unreasonably withheld, and any assignment or transfer made by either party without the other party โ€™ s written consent need not be recognized by and shall not be binding upon the other party. 6. grade and quality fully refrigerated propane ( herein, the โ€œ product โ€ ). 7. specifications all product delivered to buyer shall comply with gpa 2140 - hd5 specifications as published by the national gas processors association ( ngpa ) and in effect on the date that product is unloaded into the teppco tidewater propane terminal located in the port of providence, providence, rhode island ( the โ€œ delivery point โ€ ). ethane content shall be less than 2 %. acceptance by buyer of product delivered under this contract shall constitute a waiver of any claim against seller based on the failure of the product to meet such specifications. 8. quantity the maximum annual quantity of product to be delivered and received during any contract year the term is 225, 000 metric tons plus 5 % buyer โ€™ s operational tolerance, and the minimum annual quantity of product to be delivered and received during any contract year during the term is 190, 000 metric tons less 5 % buyer โ€™ s operational tolerance. by march 31 of each
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exhibit 1. 1 american tower corporation common stock, par value $ 0. 01 per share sales agreement august 5, 2020 goldman sachs & co. llc bofa securities, inc. barclays capital inc. citigroup global markets inc. j. p. morgan securities llc mizuho securities usa llc morgan stanley & co. llc mufg securities americas inc. rbc capital markets, llc santander investment securities inc. scotia capital ( usa ) inc. sg americas securities, llc smbc nikko securities america, inc. td securities ( usa ) llc exhibit 1. 1 american tower corporation common stock, par value $ 0. 01 per share sales agreement august 5, 2020 goldman sachs & co. llc bofa securities, inc. barclays capital inc. citigroup global markets inc. j. p. morgan securities llc mizuho securities usa llc morgan stanley & co. llc mufg securities americas inc. rbc capital markets, llc santander investment securities inc. scotia capital ( usa ) inc. sg americas securities, llc smbc nikko securities america, inc. td securities ( usa ) llc sales agreement august 5, 2020 goldman sachs & co. llc 200 west street new york, new york 10282 bofa securities, inc. one bryant park new york, new york 10036 barclays capital inc. 745 seventh avenue new york, new york 10019 citigroup global markets inc. 388 greenwich street new york, new york 10013 j. p. morgan securities llc 383 madison avenue new york, new york 10179 mizuho securities usa llc 1271 avenue of the americas new york, new york 10020 morgan stanley & co. llc 1585 broadway new york, new york 10036 mufg securities americas inc. 1221 avenue of the americas new york, new york 10020 rbc capital markets, llc 200 vesey street, 8th floor new york, new york 10281 santander investment securities inc. 45 east 53rd street new york, new york 10022 scotia capital ( usa ) inc. 250 vesey street new york, new york 10281 sg americas securities, llc 245 park avenue new york, new york, 10167 smbc nikko securities america, inc. 277 park avenue, 5th floor new york, new york 10172 td securities ( usa ) llc 31 west 52nd street, 19th floor new york, new york 10019 as agents dear ladies and gentlemen : 1
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exhibit 10. 1 dole berry company patriot berry farms inc. exclusive blueberry sales agreement this exclusive sales agreement is made this 4th day of april, 2014, by and between dole berry company, a florida corporation, p. o. box 3036, winter haven, florida # # # - # # # - # # # # ( โ€œ dbc โ€ ) and douglas harmon, doing business as patriot berry farms inc., 7380 sand lake road suite 500 orlando, fl 32819 ( the โ€œ grower โ€ ). 1. the farms. grower warrants that it is the sole and exclusive owner of the blueberries produced on grower โ€™ s eight acre farms located in marion county, florida, free and clear of any liens, rights of third parties or other encumbrances. grower โ€™ s farms are more particularly described in exhibit โ€œ a โ€ of this agreement and shall include any future farms owned by grower which produce during the life of this agreement ( the โ€œ farms โ€ ). 2. retention of dbc as agent. grower hereby appoints dbc as its exclusive sales agent to market and sell all of the blueberries produced by grower on the farms for a period of five ( 5 ) harvest years beginning january 1, 2014 and ending on december 31, 2018, unless this agreement is terminated as provided in section 11 below. 3. grower โ€™ s obligations. grower โ€™ s obligations under this agreement shall include, but not be limited to the following, at its expense, and on a continuing basis : a. to comply with all applicable current and future federal and state laws, rules and regulations governing the planting and raising of the crop, including, but not limited to u. s. food and drug administration standards set forth in the code of federal regulations and other laws, rules and regulations governing the use of agricultural chemicals, food safety and worker protection. in addition, to comply with all current and future applicable state and federal air quality, and water quality standards and other environmental laws as well as applicable immigration and labor laws. grower understands and agrees that it is solely responsible for such compliance, and dbc has no responsibility for such compliance. b. to comply with the standards for harvesting, field cooling, packing, delivery and sanitation set forth in exhibit โ€œ b โ€ of this agreement. c. to comply with the standards for certification adopted and published by โ€œ globalg. a. p., the global partnership
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exhibit 10. 11 sales contract today, december tenth, two thousand nineteen december 10, 2019 the following persons simultaneously appeared before me, notary bernhard h i l l e, with a registered office in augsburg in the business office located at annastrasse 4, 86150 augsburg : 1st mr. eric bader, born on 9 / 9 / 1977, residing in monchsdeggingen, identified by an official photo id, 1st 1st mr. eric bader, born on 9 / 9 / 1977, residing in monchsdeggingen, identified by an official photo id, with a business address at daimlerstrasse 22, 86368 gersthofen ; here acting not in his own name, but a ) as authorized representative and managing director who is exempt from the limitations of ยง 181 bgb ( burgerliches gesetzbuch [ german civil code ] ) for a ) a ) as authorized representative and managing director who is exempt from the limitations of ยง 181 bgb ( burgerliches gesetzbuch [ german civil code ] ) for exone property gmbh, with its registered office in gersthofen ( business address : daimlerstrasse 22 in 86368 gersthofen ), entered in the commercial register of the augsburg district court under hrb 28119 - hereinafter referred to as โ€œ seller 1 โ€ - and b ) as authorized representative and managing director who is exempt from the limitations of ยง 181 bgb for b ) b ) as authorized representative and managing director who is exempt from the limitations of ยง 181 bgb for exone gmbh, with its registered office in gersthofen ( business address : daimlerstrasse 22 in 86368 gersthofen ), entered in the commercial register of the augsburg district court under hrb 20036 508uc - 2 - - hereinafter referred to as โ€œ seller 2 โ€ - 2. mr. anton kopp, born on 11 / 30 / 1948, 2. 2. mr. anton kopp, born on 11 / 30 / 1948, personally known to me, with a business address at ludwigstrasse 13 in 86152 augsburg, here a c t i n g not in his own name, but as an authorized managing director of the solidas immobilien und grundbesitz gmbh with its registered office in augsburg ( business address : ludwigstrasse 13, 86152 augsburg ), entered in the commercial
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party a : dake ( fujian ) sports goods co., ltd. signing place : jinjiang, quanzhou party b : xie huanglong contract no. : d20100813001 signing date : aug 13, 2010 product model unit quantity unit price amount tax rate tax amount sum of amount name rubber soles 36 # pair 32542 8. 45 274, 979. 90 17 % 46746. 58 321, 726. 48 rubber soles 37 # pair 23642 9. 12 215, 615. 04 17 % 36, 654. 56 252, 269. 60 rubber soles 38 # pair 16854 9. 33 157, 247. 82 17 % 26732. 13 183, 979. 95 rubber soles 39 # pair 19215 9. 99 191, 957. 85 17 % 32632. 83 224, 590. 68 athletic shoes 40 # pair 4201 63. 21 265, 545. 21 17 % 45, 142. 69 310, 687. 90 athletic shoes 41 # pair 6636 63. 7 422, 713. 20 17 % 71, 861. 24 494, 574. 44 athletic shoes 42 # pair 5212 64. 5 336, 174. 00 17 % 57, 149. 58 393, 323. 58 athletic shoes 43 # pair 5452 65. 12 355, 034. 24 17 % 60, 355. 82 415, 390. 06 total 113754 2, 219, 267. 26 377, 275. 43 2, 596, 542. 69 name rubber soles 36 # pair 32542 8. 45 274, 979. 90 17 % 46746. 58 321, 726. 48 rubber soles 37 # pair 23642 9. 12 215, 615. 04 17 % 36, 654. 56 252, 269. 60 rubber soles 38 # pair 16854 9. 33 157, 247. 82 17 % 26732. 13 183, 979. 95 rubber soles 39 # pair 19215 9. 99 191, 957. 85 17 % 32632. 83 224, 590. 68 athletic shoes 40 # pair 4201 63. 21 265, 545. 21 17 % 45, 142. 69 310, 687. 90 athletic shoes 41 # pair 6636 63. 7 422, 713. 20 17 % 71, 861. 24 494, 574. 44
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exhibit 10. 12 ( english translation ) shandong green foodstuff co., ltd. sales contract contract no : shinsei - 5 date : sep 5, 2006 the seller : shinsei foods co., ltd. the seller and buyer have agreed to close the following transactions according to the terms and conditions stipulated as below : 1 commodity description 1 commodity description 2 packing 2 packing 3quantity 3quantity 4 unit price 4 unit price 5 amount 5 amount peeled chestnuts products 18l 70000. 00can fob usd # # # - # # # - # # # #. 00 total amount in word : u. s. dollars thiree millon five hundred twenty thousand only. 6. time of delivery : nov 30, 2006 7. port of loading : qingdao port 8. port of destination : japan port 9. shipping marks : n / m 10. terms of payment : l / c 11. insurance : to be effected by buyer. 12. 5 % more or less in quantity and amount is allowed. 13. quality / quantity claims : if any, quality claims should be sent to the seller in written form during next 14days after discharging of merchandise ; quantity claims should be sent to the seller in written form during next 3 days after discharging of merchandise. 15. responsibilities of the parties : in case of either party โ€™ s refusal of performance of the present contract, it pays the other party the penalty of 25 % of the amount of the covered goods and restitutes the relative losses in spite of the penalty. 16. force majeure : the seller shall not be held reliable for failure or delay in delivery of the covered cargo or a portion under the present contract in consequence of any force majeure incidents. 17. arbitration : all dispute, if any, arising form or in connection with the performance of the contract shall be settled through friendly discussion / negotiation by both parties. otherwise, to be presented to the china relevant authorities for arbitration, and the decision is the final for both parties. 18. other : as per the popular practice and uniforms of the international trade. the buyer : shinsei foods co., ltd. president : / s / teruyoshi kanbara the seller : shandong green foodstuff co., ltd. / s / chen si
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sales company of shaanxi yanchang petroleum oilรธgroupรทco., ltd. finished oil sales contract of yanlian sales office contract no. : 2007 - 01 - 10 seller : sales company of shaanxi yanchang petroleum oilรธgroupรทco., ltd. โ€” yanlian sales office buyer : xi โ€™ an baorun industrial development co., ltd. 1. this contract is made by and between the seller and the buyer regarding the finished oil purchase in 2007 based on friendly negotiation and mutual benefits. 1. this contract is made by and between the seller and the buyer regarding the finished oil purchase in 2007 based on friendly negotiation and mutual benefits. product product quantity ( ton ) quantity ( ton ) price ( yuan / t ) price ( yuan / t ) gasoline gasoline 30, 000 30, 000 standard price of sales company of shaanxi yanchang petroleum oilรธgroupรทco., ltd. standard price of sales company of shaanxi yanchang petroleum oilรธgroupรทco., ltd. diesel diesel 30, 000 30, 000 2. quality standard and technical index : 2. quality standard and technical index : gasoline : gb17903 - 1999 diesel : gb252 - 2000 3. delivery place, transportation manner and fees 3. delivery place, transportation manner and fees delivery place : oil loading platform in finished oil workshop of yanlian group transportation manner : the buyer should transport the oil from yanlian group by themselves. fees : the buyer should undertake the related delivery fees. 4. package and weight metering standard 4. package and weight metering standard package : oil tank of truck metering standard : the weight of the finished oil should be measured by the platform scale on the oil loading platform in finished oil workshop of yanlian group. 5. payment term 5. payment term the buyer should make the payment first on the purchasing day and the seller will bill the invoice for vat in the middle and end of each month. 6. miscellaneous 6. miscellaneous the two parties should supply and pick up the oil in compliance with the terms of this contract and update the finished oil quantity every half a month. the buyer should be informed three days in advance if the seller is unable to supply oil for delivery prevention and maintenance. the buyer should pay 10yuan / ton to the seller for deposit. if the buyer couldn โ€™ t purchase the agreed quantity for special reason the seller should be informed one day in advance and the buyer will suffer a penalty of
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exhibit 10. 44 10. 44 electricity sales agreement, dated january 1, 2009, between shandong xiangrui and shandong xinrui chemical devices co., ltd. party a ( the supplier ) : shandong xiangrui party b ( the purchaser ) : shandong xinrui chemical devices co., ltd. โ€ข general information โ€ข pursuant to the agreement shandong xiangrui supplies electricity to shandong xinrui chemical devices co., ltd. โ€ข the price should be rmb 0. 68679 / kwh, the supply term is from january 1, 2009 to december 31, 2014. โ€ข the disputes between each party shall be resolved by local court. โ€ข headlines of the articles omitted โ€ข miscellaneous exhibit 10. 44 10. 44 electricity sales agreement, dated january 1, 2009, between shandong xiangrui and shandong xinrui chemical devices co., ltd. party a ( the supplier ) : shandong xiangrui party b ( the purchaser ) : shandong xinrui chemical devices co., ltd. โ€ข general information โ€ข general information โ€ข general information general information โ€ข pursuant to the agreement shandong xiangrui supplies electricity to shandong xinrui chemical devices co., ltd. โ€ข pursuant to the agreement shandong xiangrui supplies electricity to shandong xinrui chemical devices co., ltd. โ€ข pursuant to the agreement shandong xiangrui supplies electricity to shandong xinrui chemical devices co., ltd. pursuant to the agreement shandong xiangrui supplies electricity to shandong xinrui chemical devices co., ltd. โ€ข the price should be rmb 0. 68679 / kwh, the supply term is from january 1, 2009 to december 31, 2014. โ€ข the disputes between each party shall be resolved by local court. โ€ข the price should be rmb 0. 68679 / kwh, the supply term is from january 1, 2009 to december 31, 2014. โ€ข the disputes between each party shall be resolved by local court. โ€ข the price should be rmb 0. 68679 / kwh, the supply term is from january 1, 2009 to december 31, 2014. the price should be rmb 0. 68679 / kwh, the supply term is from january 1, 2009 to december 31, 2014. โ€ข the disputes between each party shall be resolved by local court. the disputes between each party shall be resolved by local court. โ€ข headlines of the articles omitted โ€ข headlines of the articles
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exhibit 1. 1 global medical reit inc. amendment no. 1 to controlled equity offeringsm sales agreement june 21, 2019 cantor fitzgerald & co. 499 park avenue new york, ny 10022 h. c. wainwright & co., llc 430 park avenue new york, ny 10022 b. riley fbr, inc. 299 park avenue, 7th floor new york, ny 10171 the huntington investment company 41 s. high street hc0520 columbus, oh 43287 bmo capital markets corp. 3 times square, 25th floor new york, ny 10036 robert w. baird & co. incorporated 777 e. wisconsin avenue milwaukee, wi 53202 d. a. davidson & co. 8 third street north great falls, mt 59401 stifel, nicolaus & company, incorporated 501 north broadway, 10th floor saint louis, mo 63102 cantor fitzgerald & co. 499 park avenue new york, ny 10022 h. c. wainwright & co., llc 430 park avenue new york, ny 10022 cantor fitzgerald & co. 499 park avenue new york, ny 10022 cantor fitzgerald & co. 499 park avenue new york, ny 10022 h. c. wainwright & co., llc 430 park avenue new york, ny 10022 h. c. wainwright & co., llc 430 park avenue new york, ny 10022 b. riley fbr, inc. 299 park avenue, 7th floor new york, ny 10171 the huntington investment company 41 s. high street hc0520 columbus, oh 43287 b. riley fbr, inc. 299 park avenue, 7th floor new york, ny 10171 b. riley fbr, inc. 299 park avenue, 7th floor new york, ny 10171 the huntington investment company 41 s. high street hc0520 columbus, oh 43287 the huntington investment company 41 s. high street hc0520 columbus, oh 43287 bmo capital markets corp. 3 times square, 25th floor new york, ny 10036 robert w. baird & co. incorporated 777 e. wisconsin avenue milwaukee, wi 53202 bmo capital markets corp. 3 times square, 25th floor new york, ny 10036 bmo capital markets corp. 3 times square, 25th floor new york, ny 10036 robert w. baird & co. incorporated 777 e. wisconsin avenue milwaukee, wi 53202 robert w.
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exhibit 10 ( xx ) the black & decker supplemental pension plan amended and restated effective as of january 1, 2008 exhibit 10 ( xx ) the black & decker supplemental pension plan amended and restated effective as of january 1, 2008 the black & decker supplemental pension plan table of contents section 1 โ€” purpose and effect 1 section 2 โ€” definitions 1 section 3 โ€” eligibility 3 section 4 โ€” calculation of supplemental pension 3 section 5 โ€” payment of supplemental pension 4 section 6 โ€” death benefits 4 section 7 โ€” beneficiary designation 5 section 8 โ€” tax withholdings 5 section 9 โ€” payments in the event of incapacity 6 section 10 โ€” forfeitures 6 section 11 โ€” company โ€™ s obligations unfunded and unsecured 7 section 12 โ€” alienation or encumbrance 8 section 13 โ€” administration of plan 8 section 14 โ€” no guarantee of employment 9 section 15 โ€” choice of law 9 section 16 โ€” claims procedure 9 section 17 โ€” amendments and termination 10 - i - the black & decker supplemental pension plan table of contents section 1 โ€” purpose and effect 1 section 2 โ€” definitions 1 section 3 โ€” eligibility 3 section 4 โ€” calculation of supplemental pension 3 section 5 โ€” payment of supplemental pension 4 section 6 โ€” death benefits 4 section 7 โ€” beneficiary designation 5 section 8 โ€” tax withholdings 5 section 9 โ€” payments in the event of incapacity 6 section 10 โ€” forfeitures 6 section 11 โ€” company โ€™ s obligations unfunded and unsecured 7 section 12 โ€” alienation or encumbrance 8 section 13 โ€” administration of plan 8 section 14 โ€” no guarantee of employment 9 section 15 โ€” choice of law 9 section 16 โ€” claims procedure 9 section 17 โ€” amendments and termination 10 section 1 โ€” purpose and effect section 2 โ€” definitions section 3 โ€” eligibility section 4 โ€” calculation of supplemental pension section 5 โ€” payment of supplemental pension section 6 โ€” death benefits section 7 โ€” beneficiary designation section 8 โ€” tax withholdings section 9 โ€” payments in the event of incapacity section 10 โ€” forfeitures section 11 โ€” company โ€™ s obligations unfunded and unsecured section 12 โ€” alienation or encumbrance section 13 โ€” administration of plan section 14 โ€” no guarantee of employment section 15 โ€” choice of law section 16 โ€” claims procedure section 17 โ€” amendments and termination - i - the black & decker supplemental pension plan section 1 โ€” purpose and effect this plan was originally established by black & decker ( u. s. ) inc., effective as of october
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exhibit 10. 2 [ * * * ] represents material which has been redacted and filed separately with the commission pursuant to a request for confidential treatment pursuant to rule 24b - 2 of the securities exchange act of 1934, as amended. second amended and restated sales agency agreement between martin operating partnership l. p. and martin product sales, llc this second amended and restated sales agency agreement ( this โ€œ agreement โ€ ) is made and entered into effective august 5, 2013 ( the โ€œ effective date โ€ ) between martin operating partnership l. p. ( โ€œ partnership โ€ ) and martin product sales llc ( โ€œ mps โ€ ). 1. definitions in addition to those terms defined above and elsewhere in this agreement, the following capitalized terms shall have the indicated definitions : โ€œ acid โ€ means sulfuric acid ( h2so4 ) meeting the specifications set forth in appendix a, and โ€œ purchased acid โ€ means acid purchased by mps from the partnership pursuant to section 2. 2 4 โ€œ calculated acid price โ€ shall mean the results of the following calculation : [ * * * ] โ€œ customer โ€ means [ * * * ]. โ€œ environmental law โ€ means any law relating to : ( i ) environmental protection ; ( ii ) public health and safety ; ( iii ) public nuisance or menace ; or ( iv ) the generation, management, handling, transportation, treatment, disposal, storage, discharge, release or emission of any hazardous substance. โ€œ facility โ€ means the partnership โ€™ s sulfuric acid plant located at its property near plainview, texas. โ€œ governmental authority โ€ means any body politic including, without limitation, the united states of america, any state, indian tribe, municipality or any person or entity deriving its authority from any such body politic. โ€œ hazardous substance โ€ means acid or any other any substance, material, waste, gas pollutant, contaminant or particulate matter that is defined as โ€œ hazardous โ€ or is otherwise regulated by any governmental authority including, but not limited to : ( i ) any petroleum or petroleum additive substance ; ( ii ) asbestos ; ( iii ) polychlorinated biphenyls ; ( iv ) any radioactive material ; ( v ) urea formaldehyde ; ( vi ) waste tires ; ( vii ) any material or substance designated as a โ€œ hazardous substance โ€ pursuant to section 311 of the clean water act, 33 u. s. c. ยง 1251, et seq. ; or ( viii ) any material
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portions of the text marked with [ * * * * * ] have been redacted for confidential treatment. the redacted information has been excluded because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. butadiene sales contract ( europe ) betweendow europe gmbhbachtobelstrasse 38810 horgen, switzerland ( โ€œ seller โ€ ) andtrinseo europe gmbhzugerstrasse 2318810 horgen, switzerland ( โ€œ buyer โ€ ) ( each of buyer and seller a โ€œ party โ€, and collectively, the โ€œ parties โ€ ) seller agrees to sell and supply to buyer the product described in this contract out of the production plants of dow benelux b. v. terneuzen, the netherlands and dow olefinverbund gmbh boehlen, germany or any alternate source subject to qualification, and buyer agrees to purchase and receive from seller such product into buyer's product consuming plants in terneuzen, rheinmuenster, hamina, norrkoeping, or schkopau according to the terms and conditions set out below. portions of the text marked with [ * * * * * ] have been redacted for confidential treatment. the redacted information has been excluded because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. portions of the text marked with [ * * * * * ] have been redacted for confidential treatment. the redacted information has been excluded because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. butadiene sales contract ( europe ) betweendow europe gmbhbachtobelstrasse 38810 horgen, switzerland ( โ€œ seller โ€ ) andtrinseo europe gmbhzugerstrasse 2318810 horgen, switzerland ( โ€œ buyer โ€ ) ( each of buyer and seller a โ€œ party โ€, and collectively, the โ€œ parties โ€ ) seller agrees to sell and supply to buyer the product described in this contract out of the production plants of dow benelux b. v. terneuzen, the netherlands and dow olefinverbund gmbh boehlen, germany or any alternate source subject to qualification, and buyer agrees to purchase and receive from seller such product into buyer's product consuming plants in terneuzen, rheinmuenster, hamina, nor
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exhibit 10. 3 confidential international sales contract no ๏ผš zy0220211061 this international sales contract ( the โ€œ contract โ€ ) is made between the seller and the buyer after consensus has been reached by both parties on the cooperation of a1246 or such other replacement product in the future ( the โ€œ product โ€ ) during the term of this contract. the seller : canaan convey co., ltd. the buyer : cosmos infrastructure llc address : zpark building 27 tower c floor 2 201, haidian district, beijing, china address : level 5, 97 pacific highway, north sydney, nsw australia business registration no : 91110108ma018gqhx2 tel / fax : + 61 499 400 900 tel / fax : + 86 10 - 58741865 e - mail : * * * @ * * * e - mail : * * * @ * * * 1. product & delivery the seller : canaan convey co., ltd. the buyer : cosmos infrastructure llc the seller : canaan convey co., ltd. the buyer : cosmos infrastructure llc address : zpark building 27 tower c floor 2 201, haidian district, beijing, china address : level 5, 97 pacific highway, north sydney, nsw australia address : zpark building 27 tower c floor 2 201, haidian district, beijing, china address : level 5, 97 pacific highway, north sydney, nsw australia business registration no : 91110108ma018gqhx2 tel / fax : + 61 499 400 900 business registration no : 91110108ma018gqhx2 tel / fax : + 61 499 400 900 tel / fax : + 86 10 - 58741865 e - mail : * * * @ * * * tel / fax : + 86 10 - 58741865 e - mail : * * * @ * * * e - mail : * * * @ * * * 1. product & delivery 1. product & delivery 1. 1product specifications & price list. 1. 1product specifications & price list. 1. 1 description of products quantity ( unit ) price per t - hash price per unit subtotal proposed shipment date model : a1246 ( unit ) ( usd / th ) ( usd ) ( usd ) a1246 ( 85t or 87t or 90t ) ( each shipment will
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house sales contract party a ( bargainor ) : zhao xiaoxi party b ( bargainee ) : shaanxi jialong hi - tech industrial co., ltd according to the contract law of the people's republic of china, the laws of the people โ€™ s republic of china on urban real estate administration and other relevant laws and rules, the bargainor and bargainee have hereby concluded the agreement for sale of the housing as follows on the basis of equality, free will and mutual consultation : clause one : basic information about the house the house locates at room 2302, 23 / f, suit b, building 1 of huajing square, no. 20 fenghui south road, high - tech development zone, xi โ€™ an city, shaanxi province with the construction area of 107. 35m2 ( refer to the attached house floor plan ). clause two : contract price the purchasing price of the house shall be rmb558, 220. 00yuan ( in words : rmb five hundred and fifty - eight thousand two hundred and twenty yuan only ). clause three : mode and term of the payment mode of payment : party b shall pay in full the total house price on april 10th, 2007. party a shall issue a receipt to party b after collecting all the payment. clause four : party b โ€™ s responsibility of violating the contract by overdue payment if party b fails to pay the house price on time, as per day delay, party b shall pay 0. 1 % of the total house price as violating fine to party a. clause five : delivery the house party a shall empty and deliver the house to party b prior to april 6th, 2007 and hand on the house property certificate and relevant document to party b ; meanwhile, party b shall issue a delivery proof. clause six : party a โ€™ s responsibility of violating the contract by overdue house delivery if party a fails to deliver the house on the contracted time, as per day delay, party a shall pay 0. 3 % of the total house price as violating fine to party b. if it is 3 months overdue, party b has the right to terminate the contract ; at the same time, party a shall refund all the house price collected from party b and shall pay a certain compensation fund with the amount of the paid house price to party b. clause seven : party a โ€™ s warranty party a shall pledge that the subject house has a clear property right, no other rights settled
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imax corporation exhibit 10. 29 imax international sales corporation january 31st, 2012 st andrew cripps 19 gerard road barnes, london sw13 9rq england dear andrew : i am very pleased to offer you the position of executive vice president, imax corporation and president, europe, middle east and africa of imax international sales corporation. the terms and conditions of your employment are summarized below : title : executive vice president, imax corporation and president, europe, middle east and africa of imax international sales corporation reporting to : greg foster on film related matters and richard gelfond on all other matters. term : february 27, 2012 to february 27, 2014. base salary : ยฃ475, 000 ( pounds sterling ) per annum, to be paid in no less than equal monthly instalments and no later than by the end of each calendar month. bonus : you will be eligible to participate in the imax management bonus program, under which your target annual bonus is 100 % of your base salary. in the first calendar year of employment, your bonus payment will be prorated based on your start date. calculation of this bonus will be weighted as 50 % based on personal performance and 50 % based on company performance. payment of this bonus is discretionary and requires that you be employed with imax on the payout date. stock options : effective as soon as practicable after your start date of employment, you will be granted non - qualified options ( the โ€œ options โ€ ) to purchase 400, 000 shares of common stock of the company ( the โ€œ common shares โ€ ), at an exercise price per common share equal to the fair market value, as defined in the company โ€™ s stock option plan ( the โ€œ option plan โ€ ). twenty five percent ( 25 % ) of the options shall vest and become exercisable on each of the first four anniversary dates of the grant date. title : executive vice president, imax corporation and president, europe, middle east and africa of imax international sales corporation reporting to : greg foster on film related matters and richard gelfond on all other matters. term : february 27, 2012 to february 27, 2014. base salary : ยฃ475, 000 ( pounds sterling ) per annum, to be paid in no less than equal monthly instalments and no later than by the end of each calendar month. bonus : you will be eligible to participate in the imax management bonus program, under which your target annual
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august 16, 2018 by email to * * * @ * * * jason clayton, president sixty six oilfield services, inc. five star rig and supply p. o. box 96406 oklahoma city, oklahoma 73149 five star rig and supply p. o. box 96406 five star rig and supply p. o. box 96406 oklahoma city, oklahoma 73149 oklahoma city, oklahoma 73149 re : letter of intent to acquire fluid end sales, inc. dear mr. clayton : please consider this letter as an expression of interest by 10sion holdings, inc. a florida corporation, to acquire fluid end sales, inc. ( d / b / a five star rig & supply ), an oklahoma corporation and wholly owned subsidiary of sixty six oilfield services, on the terms and conditions set forth below and in exhibit a. if sixty six oilfield services would like to work towards the completion of this acquisition, please sign and date this letter on the last page and return a scan to me by email. upon your acceptance, this letter will become a legally binding, conditional letter intent. the time frame for contract and closing requires both the s - 1 clearing the sec and raising both debt and equity funding with the intent to be listed on a fully reporting major institutional exchange. 10sion โ€™ s management understands that sixty six oilfield services acquired fluid end sales as of july 9, 2018 pursuant to a stock exchange agreement and that this transaction is closed. the stock exchange agreement provided the option to spin off of sixty six โ€™ s subsidiary, 66 oilfield services, llc to its original owners. since sixty six oilfield services is listed on an entry level developmental exchange and a full audit is required to become fully reporting on a major listed exchange, the spin off by the company of its subsidiary may present an audit challenge and prevent a stand - alone audit to be completed on the company. further, due to the current listing level, the company may be unable to sell shares of its common stock to partially fund the equity portion of the amount of the purchase of oil drilling rigs without dramatically increasing the number of its authorized common stock or affecting a reverse stock split. the resulting price per share which sixty six oilfield services could expect to sell shares for could then be minimal or significant dilution could occur such that shares representing control would be required to be sold to the public which could impede the viability of sixty six and as such sixty six would not be able to
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exhibit 10. 22 used vehicle sales contract contract no. : _ _ _ _ this used vehicle sales contract ( the โ€œ contract โ€ ) was entered into between the following parties on this day of _ _ _ _ _ _ at _ _ _ _ _ _ _ _ _ _ _ _ _. ( โ€œ party b โ€ ) ( โ€œ party b โ€ ) ( โ€œ party b โ€ ) id no. : address : telephone : buyer : buyer ( โ€œ party b โ€ ) buyer : buyer ( โ€œ party b โ€ ) buyer : buyer ( โ€œ party b โ€ ) id / license no. : id no. address : actual correspondence address telephone : actual telephone no. registrant : jv staff ( โ€œ party c โ€ ) registrant : jv staff ( โ€œ party c โ€ ) registrant : jv staff ( โ€œ party c โ€ ) id no. : id no. address : actual correspondence address telephone : actual telephone no. license no. : 91310114ma1gtx4fxp legal representative : place of registration : after arm โ€™ s length negotiations, the parties have entered into and intended to be bound by the following agreement on the sale and purchase of used vehicles : 1. information on the vehicle consistent with registration information 1. information on the vehicle consistent with registration information 1. information on the vehicle consistent with registration information 1. 1basic information on the subject vehicle 1. 1basic information on the subject vehicle 1. 1 basic information on the subject vehicle 1. 1. 1manufacturer brand : 1. 1. 1manufacturer brand : 1. 1. 1 manufacturer brand : 1. 1. 2model : 1. 1. 2model : 1. 1. 2 model : 1 1 1. 1. 3color : 1. 1. 3color : 1. 1. 3 color : 1. 1. 4engine displacement : 1. 1. 4engine displacement : 1. 1. 4 engine displacement : 1. 1. 5key ( s ) : 1. 1. 5key ( s ) : 1. 1. 5 key ( s ) : 1. 1. 5vehicle identification number ( vin ) : 1. 1. 5vehicle identification number ( vin ) : 1. 1. 5 vehicle identification number ( vin ) : 1. 1. 7mileage on meter : 1. 1. 7mileage on meter : 1. 1
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( a ) it is a company, and is duly formed, and validly existing under the laws of the place of its incorporation as stated in the first paragraph of this agreement. it has taken all necessary action to authorize its execution, delivery and performance of this agreement and, assuming due authorization, execution and delivery by each party, this agreement and all the obligations hereunder shall be legal, valid and binding obligations, enforceable in accordance with the terms of this agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors'rights ; and ( b ) no petition seeking or acquiescing in any bankruptcy, corporate rehabilitation, composition, special liquidation or corporate reorganization or other similar relief under applicable law has been filed by it or, to the best of its knowledge, by any party against it, and it is not insolvent, and the consummation of the transactions contemplated by this agreement will not render it insolvent. as of the date of this agreement, it has the financial ability to meet its obligations under this agreement ; and ( c ) its entering into this agreement shall not result in a breach of or constitute a default under any agreement or instrument to which it is a party and by which it is bound. 8. 3. 1 by lazare or primo upon written notice of termination if the other party breaches any material term or condition of this agreement and fails to cure that breach within thirty ( 30 ) days after receiving written notice stating the nature of the breach ; or 8. 3. 2 by lazare or primo, effective immediately, if the other party should become the subject of any voluntary or involuntary application for bankruptcy ( โ€œ hasan โ€ ), special liquidation ( โ€œ tokubetu seisan โ€ ), corporate rehabilitation ( โ€œ minji saisei โ€ ), or corporate reorganization ( โ€œ kaisha kosei โ€ ), or other insolvency proceedings or be unable to meet its financial obligations to its creditors or make an assignment or other arrangement for the benefit of its creditors, or if such other party should be nationalized or have any of its material assets expropriated ; or 8. 3. 3 by lazare or lazare japan, effective immediately, if there should occur any material change in the financial condition of primo that prevents primo from fulfilling its obligations hereunder ; or 8. 3. 4 by lazar
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exhibit 10. 25 environmental indemnity agreement this environmental indemnity agreement ( this โ€œ agreement โ€ ), which is dated as of february 15, 2008, is executed by nnn western place, llc, a delaware limited liability company, nnn western place 1, llc, a delaware limited liability company, nnn western place 2, llc, a delaware limited liability company, nnn western place 3, llc, a delaware limited liability company, nnn western place 4, llc, a delaware limited liability company, nnn western place 5, llc, a delaware limited liability company, nnn western place 6, llc, a delaware limited liability company, nnn western place 7, llc, a delaware limited liability company, and greit โ€” western place, lp, a texas limited partnership ( individually and collectively, the โ€œ borrower โ€ ), gary h. hunt, w. brand inlow, edward a. johnson, d. fleet wallace, and gary t. wescombe, as trustees of the g reit liquidating trust dated january 22, 2008, and nnn realty advisors, inc., a delaware corporation ( individually and collectively, โ€œ indemnitor โ€ ), as a condition of, and to induce wachovia bank, national association, a national banking association ( โ€œ lender โ€ ), to make, a loan ( the โ€œ loan โ€ ) to borrower evidenced or to be evidenced by a promissory note of even date herewith, made by borrower payable to the order of lender in the face principal amount of $ 28, 000, 000. 00 ( the โ€œ note โ€ ). the loan is secured or to be secured by a deed of trust, assignment, security agreement and fixture filing ( the โ€œ deed of trust โ€ ) of even date herewith, encumbering certain real and personal property as therein described ( collectively, the โ€œ property โ€ ), including the land described in exhibit a which is attached hereto and made a part hereof. 1. certain definitions. as used in this agreement : โ€œ claim โ€ means any controversy or claim between one or more obligors and lender, whether arising in contract or tort or by statute, that arises out of or relates to this agreement, including any renewals, extensions or modifications hereof. โ€œ cut - off date โ€ means the earlier of the following two dates : ( a ) the date on which the indebtedness
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exhibit 10. 16 teledyne technologies incorporated pension equalization / benefit restoration plan originally effective as of november 29, 1999 as amended and restated effective january 1, 2004 purpose the purpose of the teledyne technologies incorporated pension equalization / benefit restoration plan is to provide certain employees of teledyne technologies incorporated who participate in the corporation โ€™ s qualified pension plan with benefits and retirement income equal to that which they would have received ( i ) but for the limitations imposed on such a plan which is qualified within the meaning of section 401 ( a ) of the code by sections 401 ( a ) ( 17 ) or 415 of the internal revenue code of 1986, as amended, and ( ii ) but for participation in the teledyne technologies incorporated executive deferred compensation plan ( the โ€œ executive deferred compensation plan โ€ ), by supplementing, on an unfunded basis, amounts payable under such qualified plans with amounts paid under this plan. allegheny ludlum corporation and, thereafter, allegheny teledyne incorporated ( โ€œ ati โ€ ) sponsored a benefit restoration plan for several years prior to the spin off of the corporation from ati. at that time, the corporation adopted this plan, permitted each participant in the prior plan hired by the corporation to participate in this plan and credited each such person with an initial balance equal to his or her balance under the prior plan. the plan as set forth herein constitutes an amendment in its entirety of the plan, which is continued effective as of january 1, 2004. article i. definitions 1. 01 โ€œ administrator โ€ shall mean the person or committee appointed by the board of directors of the corporation for such purpose under article v. 1. 02 โ€œ code โ€ shall mean the internal revenue code of 1986, as the same shall be amended from time to time. 1. 03 โ€œ corporation โ€ shall mean teledyne technologies incorporated, a delaware corporation. 1. 04 โ€œ defined benefit portion โ€ shall mean that portion of this plan that relates to restoration of benefits under the pension plan. 1. 05 โ€œ dcp โ€ shall mean the teledyne technologies incorporated executive deferred compensation plan. 1. 06 โ€œ effective date โ€ is defined in article ii of the plan. 1. 07 โ€œ employee โ€ shall mean any employee of the corporation. exhibit 10. 16 teledyne technologies incorporated pension equalization / benefit restoration plan originally effective as of november 29, 1999 as amended and restated effective january 1, 2004 purpose the purpose of the
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exhibit 10. 24
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exhibit 2. 1 execution copy sales agreement by and among schlumberger limited, baker hughes incorporated and the other parties listed on the signatures pages hereto april 20, 2006 exhibit 2. 1 execution copy sales agreement by and among schlumberger limited, baker hughes incorporated and the other parties listed on the signatures pages hereto april 20, 2006 table of contents article 1 definitions and general 1 1. 1 definitions 1 1. 2 construction 7 1. 3 references 7 1. 4 headings 8 1. 5 calculations 8 article 2 purchase and sale of venture interests 8 2. 1 purchase and sale of venture interests 8 2. 2 aggregate purchase price 9 2. 3 the closing 9 2. 4 deliveries at the closing 9 2. 5 allocations of purchase price for flowthrough venture entities 10 article 3 the closing 10 3. 1 conditions to each party's closing obligation 10 3. 2 conditions to the closing obligations of buyer parent, stc and the non - us buyer owners 11 3. 3 conditions to the closing obligation of seller parent and seller owners 11 article 4 representations and warranties of buyer parent and each buyer owner 12 4. 1 due organization, good standing and power 12 4. 2 authorization and validity of agreements 12 4. 3 lack of conflicts 13 4. 4 no consents 13 4. 5 certain fees 13 4. 6 pending claims 13 4. 7 financing 13 4. 8 securities matters 13 article 5 representations and warranties of seller parent and seller owners 13 5. 1 due organization, good standing and power 13 5. 2 authorization and validity of agreements 14 5. 3 ownership of venture interests 14 5. 4 lack of conflicts 14 5. 5 no consents 15 5. 6 certain fees 15 5. 7 pending claims 15 article 6 covenants prior to closing 15 6. 1 conduct of the business prior to closing 15 6. 2 commercial efforts 15 6. 3 other agreements 16 i table of contents article 1 definitions and general 1 1. 1 definitions 1 1. 2 construction 7 1. 3 references 7 1. 4 headings 8 1. 5 calculations 8 article 2 purchase and sale of venture interests 8 2. 1 purchase and sale of venture interests 8 2. 2 aggregate purchase price 9 2. 3 the closing 9 2. 4 deliveries at the closing 9 2. 5 allocations of purchase price for flowthrough venture entities 10 article 3 the closing 10 3. 1 conditions to each party's closing obligation 10 3. 2 conditions to
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exhibit 10. 15 banking service direct sales cooperation agreement between china minsheng bank corp and shuhai information technology co., ltd party a : china minsheng bank co., ltd tianjin branch address : no. 43, jianshe rd, heping district, tianjin city legal person : wenze kang zip code : 300040 contact phone number : 022 - 59982253 party b : shuhai information technology co., ltd address : changning building, no. 1 of xinghuo rd, fengtai district, beijing city, china legal person : zhixin liu zip code : 100071 contact phone number : 18600849987 to give full play to their respective advantages and further cooperate in the area of internet finance, both parties agree to, based on principles of mutual benefit and common development and foundations of voluntary equality and integrity, enter into the banking service direct sales cooperation agreement ( hereinafter refereed to as the โ€œ agreement โ€ ) and strictly obey the provisions of this agreement. i. cooperation content 1. party a shall provide party b's clients ( the natural person who take part in party a's financial activities via party b's platform, the same below ) electronic account opening service and financial products. 2. party b shall set up special entrance on its self - owned on - line platform or customer terminal and use page - bumping technology to bump to party a's h5 page where party b's clients are allowed to open electronic account and purchase financial products. note : exact financial products are depended on party a. 3. the displaying contents on party b's special online page shall be decided by party a and approved by party b. 4. party b's clients who link their account to party a and finish wiring to their electronic account voluntarily shall have the right to enjoy party a's financial services. ii. fees and payment 1. party b shall charge party a certain service fee based on the keeping volume ( means the purchasing volume of party a's financial products from party b's clients ), and daily charge is calculated on the basis of the former day's keeping volume. 2. charging mode i. โ€œ ruyibao โ€ series products : t days service fee = fee rate ( annual rate : ) * ( t - 1 ) days'keeping volume * ( t - 1 ) days'product net value / full days in a year (
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exhibit 10 ( vi ) ( d ) 2009 long - term incentive plan restricted stock unit award subject to the terms and conditions set forth in this certificate, john f. lundgren has been awarded 325, 000 restricted stock units as follows : grant date : march 15, 2010 vests : 50 % on march 12, 2014 and 50 % on march 12, 2015 stanley black & decker, inc. as a member of the stanley black & decker team, your skills and contributions are vital to our company โ€™ s and its shareholders continued success. this award of restricted stock units provides you with the opportunity to earn significant financial rewards for your efforts and contributions to making stanley black & decker the most successful company it can be. on behalf of the board of directors, congratulations. bruce h. beatt senior vice president, general counsel and secretary stanley black & decker, inc. exhibit 10 ( vi ) ( d ) 2009 long - term incentive plan restricted stock unit award subject to the terms and conditions set forth in this certificate, john f. lundgren has been awarded 325, 000 restricted stock units as follows : grant date : march 15, 2010 vests : 50 % on march 12, 2014 and 50 % on march 12, 2015 stanley black & decker, inc. as a member of the stanley black & decker team, your skills and contributions are vital to our company โ€™ s and its shareholders continued success. this award of restricted stock units provides you with the opportunity to earn significant financial rewards for your efforts and contributions to making stanley black & decker the most successful company it can be. on behalf of the board of directors, congratulations. bruce h. beatt senior vice president, general counsel and secretary stanley black & decker, inc. restricted stock unit award terms 1. grant of restricted stock units. this certifies that stanley black & decker, inc. ( the โ€œ company โ€ ) has on the award date specified in this award certificate granted to the participant named above an award ( the โ€œ award โ€ ) of that number of restricted stock units set forth in this award certificate, subject to certain restrictions and on the terms and conditions contained in this award certificate, the employment agreement between participant and the company dated november 2, 2009 ( the โ€œ employment agreement โ€ ), and the 2009 long term incentive plan, as amended from time to time ( the โ€œ plan โ€ ). a copy of the plan is available upon request. in the event of any conflict between the terms of the plan or the employment agreement and
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exhibit 10. 1 * * * certain identified information has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. * * * 1k commercial supply agreement ( the โ€œ agreement โ€ ) by and between lonza sales ag munchensteinerstrasse 38ch - 4002 baselswitzerland - hereinafter โ€œ lonza โ€ - and allakos, inc. 975 island drive, suite 201 redwood city, ca 94065 usa - hereinafter โ€œ customer โ€ - effective as of 2 april 2020 ( the โ€œ effective date โ€ ) table of contents page 1definitions and interpretations1 1 2performance of services7 7 3project management9 9 4quality10 10 5insurance11 6forecasting, ordering and cancellation11 11 7delivery and acceptance14 14 8price and payment16 16 9intellectual property18 18 10warranties20 11indemnification and liability22 12confidentiality23 13term and termination25 14force majeure27 15notices27 16miscellaneous28 appendix a โ€“ batch pricing appendix b - approved third parties appendix c โ€“ cell bank storage pricing appendix d โ€“ additional capacity commitments recitals whereas, customer is engaged in the development, research and sale of certain products and requires assistance in the manufacture of product ; whereas, lonza and its affiliates have expertise in the manufacture of products ; whereas, lonza and customer previously entered into that certain bla services and manufacturing services agreement dated 1st december 2017 ( the โ€œ bla agreement โ€ ) to provide services related to customer โ€™ s ak002 product ; st whereas, customer wishes to engage lonza for services relating to the manufacture of the product as described in this agreement ; and whereas, lonza, and / or its affiliate, is prepared to perform such services for customer on the terms and subject to the conditions set out herein. now, therefore, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the parties intending to be legally bound, agree as follows : 1 definitions and interpretations 1 1 definitions and interpretations 1. 1 definitions. 1. 1 1. 1 definitions. โ€œ 2k development agreement โ€ means, collectively, the 2k development and manufacturing services agreement entered into between lonza ag and customer on november 1st, 2019 and any successor agreement thereof. โ€œ 2k development agreement โ€ โ€œ 2k
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exhibit 10. 19 anhui fuyang xin te pharmaceutical co. ltd., sales contract date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 date : 2008 - 07 - 23 seller : anhui fuyang xinte pharmaceutical company buyer : helpson medical & biotechnology co., ltd. name of product name of product quality standard and specification quality standard and specification unit unit unit price ( rmb ) unit price ( rmb ) quantity quantity amount ( rmb ) amount ( rmb ) clarithromycin raw material clarithromycin raw material kg kg 2200. 00 2200. 00 500 500 1, 100, 000. 00 1, 100, 000. 00 buflomedil hydrochloride raw material buflomedil hydrochloride raw material kg kg 2180. 00 2180. 00 500 500 1, 090, 000. 00 1, 090, 000. 00 total amount total amount two million one hundred one ninety thousand only two million one hundred one ninety thousand only 2, 190, 000. 00 2, 190, 000. 00 1. quality standard : follow the requirement of the pharmacopoeia 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. seller : anhui fuyang xinte pharmaceutical company address : no. 6 hesha rd. fuyang city, anhui province tax number : 341201151836999 bank : bank of china lian chi branch bank account number : 03211308091001 phone : 0558 # # # - # # # - # # # # fax : 0558 # # # - # # # - # # # # postal code : 236018 legal person : lihu yang 1 buyer : helpson medical & biotechnology co., ltd. address : c09 - 2 bonded zone, haikou tax number : 46010062000933x bank : commercial bank jinpan branch bank account number : 2201020119000024276 phone : 0898 - 66811911 fax : 0898 -
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portions marked [ * * * ] have been omitted pursuant to a confidential treatment request by symetra financial corporation, this information has been filed separately with the securities and exchange commission. exhibit 10. 19 amendment to sales agreement effective as of november 16, 2011 symetra life insurance company fully underwritten commission schedule endorsement financial institution enhanced commission basic first - year commissions cash value policies ยจ universal life policies symetra universal life ( sul ) [ * * * ] of all premium up to first โ€œ annual target โ€ ยจ symetra successor single premium life with return of premium ( rop ) ages 55 years โ€“ 80 years [ * * * ] of single premium ages 81 โ€“ 85 years [ * * * ] of single premium ยจ symetra term life insurance all face amounts 10 - year and 15 - year level term [ * * * ] of annual premium less policy fee 20 - year and 30 - year level term [ * * * ] of annual premium less policy fee policy term riders same first - year rate as base policy supplemental benefits accidental death, guaranteed insurability option, and waiver of premium same first - year rate as base policy insured children โ€™ s benefit same first - year rate as base policy cash value policies ยจ universal life policies symetra universal life ( sul ) ยจ symetra successor single premium life with return of premium ( rop ) ages 55 years โ€“ 80 years ages 81 โ€“ 85 years ยจ symetra term life insurance all face amounts 10 - year and 15 - year level term 20 - year and 30 - year level term policy term riders supplemental benefits accidental death, guaranteed insurability option, and waiver of premium insured children โ€™ s benefit basic renewal commissions cash value policies universal life policies symetra universal life excess premium over first โ€œ annual target โ€ through 6th policy year [ * * * ] symetra accelerated universal life excess premium over first โ€œ annual target โ€ through 6th policy year [ * * * ] policy term riders 2nd through 6th policy years same renewal rate as base policy cash value policies universal life policies symetra universal life excess premium over first โ€œ annual target โ€ through 6th policy year th symetra accelerated universal life excess premium over first โ€œ annual target โ€ through 6th policy year th policy term riders 2nd through 6th policy years service fees service fees are payable in the 7th and subsequent policy years as noted below : flexible premium universal life [ * * * ] plus 2 % of the cost of insurance all other plans except expert
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exhibit 10. 10 [ conformed copy ] mr steve laub president and chief executive officer atmel corporation 2325 orchard parkway san jose, ca 95131 17 october 2008 dear steve, further to our recent discussions, i hereby formally give three months notice of my decision to retire from my employment as vice president and general manager of the asic business unit. i confirm that i shall give a formal letter to atmel rousset sas confirming my decision to retire upon my return next monday. the three months notice period will commence with effect from your receipt of my letter and i therefore anticipate that this will expire on 1 february 2009. i note that i will be succeeded by mr jean vaylet. during the three month notice period, i agree to undertake a transitional role to ensure a smooth handover of matters to jean vaylet. accordingly, we have agreed that i will undertake the following role during the notice period : โ€ข my job title during the notice period will be vice - president, managing director, atmel rousset sas. โ€ข i will in particular be responsible for finishing the information and consultation procedure ( former book iii ) and social plan with the works council, acting as the legal representative for atmel rousset sas in such process ; โ€ข i will also take on any special projects in relation to the rousset site and the asic business unit assigned to me by jean vaylet and generally support jean vaylet in the handover period ; โ€ข as discussed and in order to support jean vaylet in a seamless transfer of my present duties, i will be re - hired under a part time contract ( 1 day per week ) up to twelve ( 12 ) months. the first ninety ( 90 ) days will be a fixed term with the option for either party to terminate the agreement with sixty ( 60 ) day notice ( until end of 2009 ). โ€ข title : director special projects โ€ข salary : 20 % of my present total ( france and us ) gross salary โ€ข keep my pc and mobile phone. exhibit 10. 10 [ conformed copy ] mr steve laub president and chief executive officer atmel corporation 2325 orchard parkway san jose, ca 95131 17 october 2008 dear steve, further to our recent discussions, i hereby formally give three months notice of my decision to retire from my employment as vice president and general manager of the asic business unit. i confirm that i shall give a formal letter to atm
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a. seller and purchaser have entered into that unit franchise agreement whereby purchaser will become a franchisee of seller and seller will transfer its interest in certain real and personal property located in the greenville, s. c. metropolitan area to purchaser. a. seller and purchaser have entered into that unit franchise agreement whereby purchaser will become a franchisee of seller and seller will transfer its interest in certain real and personal property located in the greenville, s. c. metropolitan area to purchaser. b. the seller and purchaser have entered into a separate agreement for the sale of the real property and all improvements thereon located at 499 congaree rd., greenville, s. c. ( the " real estate " ; and b. the seller and purchaser have entered into a separate agreement for the sale of the real property and all improvements thereon located at 499 congaree rd., greenville, s. c. ( the " real estate " ; and c. in addition to transferring the real estate, purchaser is desirous of buying and seller is willing to sell all of the good will, inventory, equipment, furniture and fixtures associated with the operation of its restaurant on the real estate under the terms and conditions set for herein ; and c. in addition to transferring the real estate, purchaser is desirous of buying and seller is willing to sell all of the good will, inventory, equipment, furniture and fixtures associated with the operation of its restaurant on the real estate under the terms and conditions set for herein ; and d. the parties also desire to set forth certain terms governing the disposition of certain receivables, bank deposits and petty cash. d. the parties also desire to set forth certain terms governing the disposition of certain receivables, bank deposits and petty cash. now, therefore, in consideration of the foregoing and of the mutual covenants, promises and agreements herein set forth, receipt and sufficiency of which is hereby acknowledged, seller and purchaser mutually agree as follows : 1. purchase of all personal property on or at the real estate purchaser agrees to purchase and seller agrees to sell all good will, together with the inventory ( including, without limitation, all food items, all beverage items, all unopened paper supplies, uniforms and boxed pots, pans, utensils, silverware, dishes and glassware ) ), equipment, furniture and fixtures listed on schedule
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exhibit 10. 2 4699 nautilus ct. s, suite 100, boulder, co 80301 sales agreement on march 20, 2013 we entered into the sales agreement with forte supply โ€“ boulder usa company that agreed to supply us with frozen yogurt machines. the material terms of the agreement are as follows : 1. term of the agreement : the term of this agreement shall be for a period of 1 ( one ) year, commencing on march 20, 2013. 1. term of the agreement : the term of this agreement shall be for a period of 1 ( one ) year, commencing on march 20, 2013. 1. term of the agreement : the term of this agreement shall be for a period of 1 ( one ) year, commencing on march 20, 2013. 1. 1. term of the agreement : the term of this agreement shall be for a period of 1 ( one ) year, commencing on march 20, 2013. term of the agreement : the term of this agreement shall be for a period of 1 ( one ) year, commencing on march 20, 2013. 2. altimo group corp. will pay 20 % fee as advance and 80 % before the product is shipped. 2. altimo group corp. will pay 20 % fee as advance and 80 % before the product is shipped. 2. altimo group corp. will pay 20 % fee as advance and 80 % before the product is shipped. 2. 2. altimo group corp. will pay 20 % fee as advance and 80 % before the product is shipped. altimo group corp. will pay 20 % fee as advance and 80 % before the product is shipped. 3. payment will be made through wire transfer or check directly to the supplier โ€™ s account. 3. payment will be made through wire transfer or check directly to the supplier โ€™ s account. 3. payment will be made through wire transfer or check directly to the supplier โ€™ s account. 3. 3. payment will be made through wire transfer or check directly to the supplier โ€™ s account. payment will be made through wire transfer or check directly to the supplier โ€™ s account. 4. the product price is to be paid in u. s. dollars and is $ 8, 099. 4. the product price is to be paid in u. s. dollars and is $ 8, 099. 4. the product price is to be paid in u. s. dollars and is $ 8, 099
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confidential [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 406 of the securities act of 1933, as amended. exhibit 10. 17 multi - product licence agreement between lonza sales ag and ngm biopharmaceuticals, inc. confidential confidential confidential [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 406 of the securities act of 1933, as amended. exhibit 10. 17 multi - product licence agreement between lonza sales ag and ngm biopharmaceuticals, inc. confidential index clause title page 1. definitions and interpretation 3 2. supply of the system, cdacf version 8 system and system know - how 8 3. ownership of property and intellectual property 9 4. licences 10 5. payments 12 6. royalty procedures 14 7. liability and warranties 15 8. confidentiality 17 9. intellectual property enforcement 19 10. term and termination 20 11. assignment 22 12. governing law and dispute resolution 22 13. force majeure 23 14. illegality 23 15. miscellaneous 24 16. notice 24 appendix 1 patent rights 2 cdacf version 8 base powders 3 cdacf version 8 supplements, media and feeds 4 cdacf version 8 know - how 5 products 2 [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 406 of the securities act of 1933, as amended. confidential confidential confidential index clause title page clause title page clause title page 1. definitions and interpretation 3 2. supply of the system, cdacf version 8 system and system know - how 8 3. ownership of property and intellectual property 9 4. licences 10 5. payments 12 6. royalty procedures 14 7. liability and warranties 15 8. confidentiality 17 9. intellectual property enforcement 19 10. term and termination 20 11. assignment 22 12. governing law and dispute resolution 22 13. force majeure 23 14. illegality 23 15. miscellaneous 24 16. notice 24 1. definitions and interpretation 3 1. definitions and interpretation 2. supply of the system, cdacf version 8 system and system know - how 8 2. supply of the system, cdacf version 8 system and system know - how 3. ownership of
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exhibit 10. 98 fifth amendment to gas sales agreement this fifth amendment to gas sales agreement ( โ€œ amendment โ€ ) is executed as of june 30, 2003, by tipperary oil & gas ( australia ) pty ltd ( acn 077 536 871 ) of gpo box 1100, brisbane, queensland, australia 4001 ( โ€œ seller โ€ ), and queensland fertiliser assets limited ( acn 011 062 294 ) of 76 arthur street, roma, queensland, australia ( โ€œ buyer โ€ ). witnesseth : a. the seller and buyer have previously delivered gas sales agreement dated september 28, 2001, as amended by amendment to gas sales agreement dated as of may 30, 2002, second amendment to gas sale agreement dated as of september 1, 2002, third amendment to gas sale agreement dated as of january 1, 2003 and fourth amendment to gas sale agreement dated as of march 31, 2003 ( collectively, the โ€œ original agreement โ€ ) governing the sale and supply of gas to buyer subject to the terms and conditions set forth therein including, without limitation, the seller and the buyer obtaining necessary financing commitments, under terms reasonably acceptable to each of them, by june 30, 2003 for ( a ) buyer to construct and commission the plant and the pipeline between june 30, 2003 and the commencement date and ( b ) seller to drill and complete the number of wells, and install laterals and compressors, as seller reasonably deems necessary between june 30, 2003 and the commencement date to deliver the acq to the delivery point and meet pipeline pressure requirements ; and b. the seller and buyer have agreed, subject to the terms and conditions set forth below, to amend the original agreement to ( 1 ) extend the date for seller and buyer to obtain their respective financing commitments to december 31, 2003 and ( 2 ) otherwise modify the original agreement as set forth herein. now, therefore, for a sufficient consideration received by each, the seller and buyer agree to amend the original agreement as follows. 1. definitions. the definition of commencement date in the original agreement is hereby amended and replaced in its entirety as set forth below. โ€œ commencement date โ€ means the later of : ( a ) 1 june 2006 ; or ( b ) the date after 1 june 2006 on which the buyer takes the first delivery of gas from the seller under this agreement pursuant to the notice given under clause 2. 4 ; provided that, if buyer has not previously taken the first delivery of gas from the seller
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exhibit 10. ii. c. barge freight sales agreement buyer : mosaic fertilizer, llc nw 5329 p. o. box 1450 minneapolis, mn # # # - # # # - # # # # cargo carriers division of cargill marine and terminal, inc. p. o. box 5608 minneapolis, mn # # # - # # # - # # # # attn : term / rate load port / discharge port cargo rakemin / boxmin 1 - darrow and south various 1, 400 1, 600 terms of payment net 7 days contract description see schedules for additional contract terms terms and conditions advance placement notice โ€” buyer will advise seller of loading station where barge is to be placed at least five ( 5 ) days prior to the commencement of the placement period. buyer will also provide seller with an msds sheet for the cargo to be shipped. force majeure โ€” neither buyer nor seller shall be responsible for delay in performance under this contract if such delay is due to any cause beyond such party โ€™ s reasonable control including, but not limited to, strikes, war, fire, lockouts, riots, adverse navigating conditions, inability to secure fuel or power, orders of any government agency, civil commotion, accidents, river freeze - up, floods, breakdowns, embargoes, acts of god or other causes beyond reasonable control of party or parties affected and if the party so affected shall give written notice to the other party of such cause for delay in performance within three ( 3 ) days following the commencement of the cause for delay or the commencement of the placement period next due as provided for in the contract, whichever is later. if, however, the commencement of performance is delayed beyond the expiration of such placement period, then either party may cancel all barges due within such placement period by giving notice to the other party on or before the last day of such placement period, and upon such cancellation, neither party shall have any further liability to the other with respect to such cancelled barges. failure to place / failure to accept โ€” if either party fails to perform this contract or any part thereof for a reason other than force majeure, damages for such failure or refusal to perform shall be limited to the difference between the rate specified in the contract and the rate actually paid or received by the injured party, multiplied by the weight of cargo actually shipped, provided, however, that the party who failed or refused to perform shall in event be entitled to
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1. the text of this contract can be used as the sample or the formal text of the contract to be signed. before the contract is signed, the vendee shall carefully read the whole terms and conditions of the contract. when the terms and conditions of the contract have the discrepancies with the meaning of the terminology, please consult the local administration of industry and commerce and the competent authority of real estates development. 2. the marketable houses referred in this contract means the houses developed by the real estate development enterprise for sales. 3. in order to embody the principle of unconstraint between the parties hereto, the blanks following the relevant clauses are left for the terms agreed by the parties hereto or supplements. the parties hereto can revise, supplement or delete the text of the contract. after the contract is executed, the printed clauses not revised shall be deemed as the terms and conditions agreed by the parties hereto. 4. for the items contained herein that need to be selected or filled in, the items filled in by hand shall prevail. 5. for the contents that shall be selected among boxes of [ ], filled in the blank and other contents that need to be deleted or supplemented, they shall be determined by parties hereto through negotiation. for the contents that shall be selected among [ ], they shall be selected by marking the symbol of " โˆš " in the [ ]. for the contents not applicable in the contract or no other terms and conditions agreed by the parties hereto, the relevant contents or the blank shall be marked with the symbol of " x " to indicate that the contents are deleted. 6. before the contract is signed, the vendor shall show the vendee the relevant certificates and evidentiary documents that shall be supplied by the vendor. 7. the terms and contract of the contract shall be construed by the ministry of construction and state administration for industry and commerce. 3. the house is valuated in accordance with the suite, the total price for the house is rmb _ _ _ _ _ _ _ _ _ _.. 4. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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exhibit 10. 14 founders โ€™ bonus plan this founders โ€™ bonus plan agreement ( โ€œ agreement โ€ ), dated as of september 18, 2006, sets forth the terms and conditions by which the o โ€™ gara group, inc. ( โ€œ tog โ€ ) shall reward thomas m. o โ€™ gara, wilfred t. o โ€™ gara and michael j. lennon ( collectively, the โ€œ founders โ€ ), as the founding management and shareholders of tog, for the successful growth of tog through acquisitions. 1. for purposes of this agreement, the following terms have the meanings specified or referred to in this section 1. โ€œ acquisition โ€ โ€” means the acquisition of ( i ) more than fifty percent ( 50 % ) of the outstanding equity securities of any entity by means of any transaction or series of related transactions ( including, without limitation, any stock acquisition or transfer, any issuance of stock by the entity, a reorganization, merger, consolidation, mandatory share exchange or conversion transaction ) in one ( 1 ) transaction or in a series of related transactions ; or ( ii ) a purchase, lease or other acquisition of all or substantially all of the assets of a business or entity, including, without limitation, a business unit or division of an entity in one ( 1 ) transaction or in a series of related transactions. โ€œ company โ€ โ€” means tog or any subsidiary controlled directly or indirectly by tog. โ€œ ipo โ€ โ€” means the sale, in an underwritten registered public offering, of common stock of the company pursuant to an effective registration statement under the securities act that results in gross proceeds to the company of not less than twenty five million dollars ( $ 25, 000, 000 ). โ€œ liquidating event โ€ โ€” means the first to occur of ( i ) the acquisition of tog, or of a controlling equity interest in tog, by another party or entity or group of affiliated parties by means of any transaction or series of related transactions ( including, without limitation, any stock acquisition or transfer, any issuance of stock by tog, a reorganization, merger, consolidation, mandatory share exchange or conversion transaction ), other than a transaction, or series of related transactions, as the case may be, in which the holders of the voting securities of tog outstanding immediately prior to such transaction, or the first of the series of related transactions, as the case may be, continue to retain ( either by such voting securities remaining outstanding or by such voting securities being converted into voting securities
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exhibit 10. 16 [ * * * ] certain information in this document has been excluded pursuant to regulation s - k, item 601 ( b ) ( 10 ). such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. this agreement effective march 26, 2020, between quanta, inc., whose primary address is located at 3606 w magnolia blvd, burbank ca 91505, and is known as the company and hanson faso sales & marketing, inc. whose address is 1919 s. highland ave. suite 204c lombard, il 60148, known as the broker, in accordance with and subject to the following : 1. the territory in which the broker is to work is as follows : illinois, indiana, iowa, kentucky, kansas, michigan, minnesota, missouri, nebraska, north dakota, ohio, oklahoma, south dakota, western pennsylvania, and wisconsin. classes of trade to be represented are specialty, grocery, natural, mass merchants, gift packing, national drug chains, non - traditional trade, and food service. this territory is exclusive unless otherwise stated in writing, herein. the broker shall be credited with all orders accepted by the company from this territory, as long as this agreement remains in force. 2. the products which the broker is authorized to sell, and the prices and terms, are as shown on the addenda to this agreement, or as specified in subsequent price books, bulletins, and other authorized documents. 3. said broker further agrees to abide and comply with all sales policies and operating regulations of the company, as issued from time to time, and will not obligate or contract on behalf of the company without first having received authority to do so from an executive of the company. 4. commissions due to the broker shall be payable before the 15th day of the month following shipment by the company and such commissions shall be calculated at the rate of [ * * * ]. we will require a minimum monthly income guarantee of $ 2, 000 per month, should your monthly commission due be calculated at less than $ 2, 000 in any given month. this guaranteed payment will be due by the 15th of each month and is not refundable against future commissions. this guarantee should be balanced against your current month โ€™ s commission due as it is not due in addition to your monthly commission payment. therefore, in a month where commissions due exceed the guarantee, the normal
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exhibit 10. 40 summary of compensation for the board of directors of steelcase inc. non - employee directors are compensated annually as follows. annual retainers type of compensation director board chair board annual retainer $ 80, 000 $ 150, 000 committee chair annual retainers : audit committee $ 10, 000 compensation committee $ 7, 500 nominating and corporate governance committee $ 5, 000 on january 29, 2009, the company โ€™ s board of directors approved a 15 % decrease in the annual board retainer of the board chair and the other non - employee members of the company โ€™ s board of directors. these changes will take effect on march 1, 2009 for a period of one year and are as follows : โ€ข the annual retainer for the board chair will decrease from $ 150, 000 to $ 127, 500 ; and โ€ข the annual board retainer for the other non - employee directors will decrease from $ 80, 000 to $ 68, 000. board annual retainers and committee chair annual retainers shall be paid on a quarterly basis in advance, 50 % in cash and the remaining 50 % in either : โ€ข a deemed investment in steelcase inc. class a common stock under the steelcase inc. non - employee director deferred compensation plan ; or โ€ข steelcase inc. class a common stock issued under the steelcase inc. incentive compensation plan. the stock or deemed investment shall be subject to the expectation that it will be held for the length of board service. all shares granted to directors as part of their non - cash director compensation shall be granted in the form of steelcase inc. class a common stock, pursuant to the steelcase inc. incentive compensation plan. the number of shares of class a common stock to be awarded shall be calculated using the fair market value, as defined in the steelcase inc. incentive compensation plan, of such shares on the date on which the quarterly payment is made. meeting fees and expenses each director ( including committee chairs but excluding the board chair ) will receive $ 1, 500 per committee meeting attended, paid in cash. additionally, all directors ( including committee chairs and the board chair ) will be reimbursed for out - of - pocket expenses incurred to attend board and committee meetings, paid in cash. payments payments ( of cash and stock ) shall be made on or about the 10th day of the month of march, september and december. june payments shall be deferred until and paid on or about the 30th of june, in
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exhibit 10. 12 agreement version : gd20060410 increase sales corporate agreement this agreement was signed by both parties in gz on may 17th, 2007 a : china netcom ( โ€œ cn โ€ ) b : guangzhou tcom computer ( โ€œ gz subaye โ€ ) both parties need to guarantee the following rules : chapter 1 : agreement description 1. cn is an internet provider and need to provide the internet sockets. 1. 1. cn is an internet provider and need to provide the internet sockets. 2. gz subaye is a telecommunication company and provides customers possible services to increase the sales. 2. 2. gz subaye is a telecommunication company and provides customers possible services to increase the sales. 3. cn needs to provide gz subaye the sales platform and necessary resources. 3. 3. cn needs to provide gz subaye the sales platform and necessary resources. 4. cn needs to provide any hardware or internet resources that required increasing the sales of telecommunications. gz subaye is guarantee to only use the platform, hardware, and resources that provided by cn to increase its sales. 4. 4. cn needs to provide any hardware or internet resources that required increasing the sales of telecommunications. gz subaye is guarantee to only use the platform, hardware, and resources that provided by cn to increase its sales. 5. in the agreement : 5. 5. in the agreement : a ) cn provided the customer service system based on this agreement, the customer service center # is 10060 a ) cn provided the customer service system based on this agreement, the customer service center # is 10060 a ) b ) gz subaye provides the faq department for this agreement, and needs to take care of cn โ€™ s customer services. b ) gz subaye provides the faq department for this agreement, and needs to take care of cn โ€™ s customer services. b ) c ) place : gz c ) place : gz c ) d ) stages : d ) stages : d ) a ) testing period : a ) a ) testing period : 1. both parties agreed on doing the testing on sales for a certain period of time. 1. both parties agreed on doing the testing on sales for a certain period of time. 1. cn telecommunication platform gz subaye services contents term broadcast webcam subaye channel subaye entertainment channel 2007 - 5 - 10 to 2007 -
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exhibit 10. 1 second amended and restated receivables sale agreement dated as of april 28, 2014 among smithfield foods, inc., sffc, inc., smithfield of canada, ltd., smithfield farmland sales corp., patrick cudahy, llc, premium pet health, llc, john morrell & co., smithfield global products, inc., smithfield specialty foods group, llc, and armour - eckrich meats llc, as originators, and smithfield receivables funding llc, as buyer article iamounts and terms of the purchase 2 article i article i amounts and terms of the purchase 2 amounts and terms of the purchase 2 section 1. 1commencement date ; initial transfer and contribution of receivables 2 section 1. 1 section 1. 1 commencement date ; initial transfer and contribution of receivables 2 commencement date ; initial transfer and contribution of receivables 2 section 1. 2purchase of receivables 3 section 1. 2 section 1. 2 purchase of receivables 3 purchase of receivables 3 section 1. 3payment of purchase price 5 section 1. 3 section 1. 3 payment of purchase price 5 payment of purchase price 5 section 1. 4settlement date ; adjustments 6 section 1. 4 section 1. 4 settlement date ; adjustments 6 settlement date ; adjustments 6 section 1. 5payments and computations, etc 7 section 1. 5 section 1. 5 payments and computations, etc 7 payments and computations, etc 7 section 1. 6license of software 7 section 1. 6 section 1. 6 license of software 7 license of software 7 section 1. 7characterization 8 section 1. 7 section 1. 7 characterization 8 characterization 8 article iirepresentations and warranties 8 article ii article ii representations and warranties 8 representations and warranties 8 section 2. 1representations and warranties 8 section 2. 1 section 2. 1 representations and warranties 8 representations and warranties 8 article iiiconditions of purchase 12 article iii article iii conditions of purchase 12 conditions of purchase 12 section 3. 1conditions precedent to purchase 12 section 3. 1 section 3. 1 conditions precedent to purchase 12 conditions precedent to purchase 12 section 3. 2conditions precedent to subsequent payments 12 section 3. 2 section 3. 2 conditions precedent to subsequent payments 12 conditions
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exhibit 99. 1 ( c ) ( iii ) fourth amendment to general agent sales agreement fourth amendment to general agent sales agreement, dated as of october 1, 2014 by and between mony life insurance company of america ( " mony america " ), an arizona life insurance company, and axa network, llc and the additional affiliated entities of axa network, llc executing this agreement below ( collectively, the " general agent " ). mony life and the general agent hereby modify and amend the general agent sales agreement dated as of june 6, 2005 between them ( the " sales agreement " ) to establish the compensation rates payable by mony america to the general agent on sales of athena indexed universal lifesm series 153, incentive life legacyยฎ ii, brightlifesm protect and brightlifesm grow indexed universal life, simplified issue term and term seriessm 156 products, effective from and after the date hereof, as more particularly set forth on the amended and restated schedule 1 of exhibit a attached hereto and made a part hereof. except as modified and amended hereby, the sales agreement is in full force and effect. in witness whereof, the parties hereto have caused this fourth amendment to general agent sales agreement to be duly executed and delivered as of the day and year first above written. mony life insurance company axa network, llc of america by : / s / anders malstrom by : / s / eileen forrest anders malmstrom eileen forrest senior executive director president and chief executive and chief financial officer officer mony life insurance company axa network, llc of america of america by : / s / anders malstrom by : / s / eileen forrest by : / s / anders malstrom by : / s / eileen forrest anders malmstrom eileen forrest senior executive director president and chief executive and chief financial officer officer exhibit a amended and restated schedule 1 effective as of october 1, 2014 general agent compensation for life insurance sales and servicing this amended and restated schedule 1 of exhibit a is effective as of the date set forth above and is attached to and made part of the general agent sales agreement dated june 6, 2005 by and between mony life insurance company of america and axa network, llc. compensation to general agent in connection with the sale and servicing of life insurance policies will be calculated on a policy by policy basis. total compensation to general agent in respect of the sale and servicing of each life insurance policy will be a percentage of the premiums
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exhibit 10. 1 vacant land contract 1 safe and purchase : v'etircsoa groperfcy, fac _. realtois ycl f 2 ana s ^ jmalc, ^ ^ buyer1 3 { the โ€™ โ€˜ parties " ) agree to sell and buy on! he terms and conditions specified below the property ( โ€œ property " ) 4 described as : 5 * address ; ssbi ne lath?. ve _ _ ft ibaudordaxs, ยฃ33 s'* legal description : parcel xd # โ– ggis - ii - qg - osoo _ 7 cassis fcin < r o : ยฃ 1. 3 f / z aaes, broward county, ffc x ^ ^ da ยป daxe, g & b.. _., 8 5 m ยซ sec mvp _ / rng of bravayd county rorids reel property id no :..., im3rl3cmrs2 - sg 12 โ€˜ inchjdmgall improvements existing on the property and the following additions! property : fa - purchase price : ( u s. currency )., s. ldo ยซ.,. ยฃ. 55 ; h. 15 as deposits will be made payable to escrow agent'named below and held in escrow by โ– e escrow agents name : _ โ€™ mask ahl & gs, ssq 17 โ€˜ escrow agent โ€™ s contact person ; mark ablars โ€ž โ€ž 18 โ€ข escrow agents address : lj. ii. jss3 _. road winter pay * ; fl 3. a? 8l 19 escrow agent s phone : cot โ€” s25 ~ 2? gs za - escrow agent s ema's : arifa ; ; fiawbacklaw, com โ€ž 21 fa ) infef deposit ( so ff left blank ) ( check if applicable ) 22 q accompanies offer 23 ss wi8 be delivered to escrow agsnl wflhin id days ( 3 days if left blank ) 3 - 1 โ–  after effective date,. 2s | b ) additfona! deposit will be delivered to escrow agent { check tf applicable ) 28 o. within. days ( 10 days jf left blank ) after effective date z7 - within _ _ _ _ _ days { 3 days if left blank ) after expiration of feasibility study period s 23i ( c ) total financing { see paragraph 5 }
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exhibit 10. 3 sales agreement this agreement is entered into by and between the jiangxi taina nanfeng orange limited ( hereinafter called โ€˜ the jiangxi taina โ€™ ) and the inner mongolian menglin fruits limited ( hereinafter called โ€˜ the menglin fruits โ€™ ). both parties have reached the following agreement on selling nanfeng tangerine orange to russia in 2007, on the basis of the principles of equality, cooperation, mutual benefits and win - win results : i. distributed brand : to distribute original taina - branded nanfeng tangerine orange ; ii. sales volume : 3, 000 tons iii. sales price : to deliver the products at an 8 % - off prevailing market price ; iv. settlement : to make the payment upon the delivery to manchuria, inner mongolia, china ; v. right of distribution : as a general distributor of tangerine orange to be exported to russia ; vi. other arrangements : warm - up facilities have to be utilized in the process of transport to ensure no freezing suffered by tangerine orange after arrival ; vii. responsibility of breach : the jiangxi taina shall be under penalty of rmb 0. 2 yuan per 500 grams, if the quality of tangerine orange it delivers fails to meet the requirements of the yunpeng fruits ; viii. this agreement shall be made in duplicate, each maintaining one of the copies, and shall come into force since the date when it is signed and sealed by both parties. viii. this agreement shall be made in duplicate, each maintaining one of the copies, and shall come into force since the date when it is signed and sealed by both parties. viii. this agreement shall be made in duplicate, each maintaining one of the copies, and shall come into force since the date when it is signed and sealed by both parties. jiangxi taina ( corporate chop ) menglin fruits ( corporate chop ) signed by representative : signed by representative : date : feb. 8, 2007 date : feb. 8, 2007
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exhibit 2. 4 execution version certain identified information has been excluded from this exhibit because it is both ( i ) not material and ( ii ) the type that the registrant treats as private or confidential. the following symbol is included in this exhibit to indicate where information has been omitted : [ * * * ]. second amended and restated limited liability company agreement of cf industries nitrogen, llc effective as of december 18, 2015 table of contents pagearticle i definitions2article ii [ reserved. ] 8article iii the limited liability company83. 1formation83. 2name83. 3effective date and term ; conditions to obligations of all members83. 4registered agent and office83. 5principal office83. 6purpose and limitation on activities83. 7title to property93. 8limitations on the company โ€™ s activities9article iv members94. 1members94. 2membership interests94. 3additional members104. 4no withdrawal by members114. 5meetings of members114. 6telephonic conference meeting114. 7action without a meeting124. 8waiver of notice through attendance124. 9actions requiring board approval and member consent12article v capital contributions and capital accounts125. 1chs capital contribution125. 2closing conditions135. 3initial capital contributions of cfs135. 4additional capital contributions145. 5capital withdrawal rights ; cfs obligations145. 6return of contributions145. 7maintenance of capital accounts155. 8loans from members15article vi allocations and distributions156. 1allocations of net profits and net losses156. 2special allocations166. 3capital account determinations166. 4distributions166. 5distributions other than cash176. 6amounts withheld186. 7no right to receive distributions186. 8capital account restoration18 pagearticle i definitions2article ii [ reserved. ] 8article iii the limited liability company83. 1formation83. 2name83. 3effective date and term ; conditions to obligations of all members83. 4registered agent and
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exhibit 10. 23 2012 imperva compensation plan for ralph pisani objectives : โ€ข reward strong performance against quotas through significant upside potential. โ€ข drive new product, maintenance, professional services and training bookings. โ€ข penetrate new accounts and win market share. โ€ข improve customer satisfaction by leveraging multi - year and premium maintenance options. plan participation : this plan applies to member of the imperva sales organization. this plan is effective from january 1, 2012 through december 31, 2012, and supersedes participation in other imperva bonus or commission plans. compensation plan guidelines : โ€ข sales territory assignments โ€“ you will be assigned a sales territory consisting of a specific geographical area, product ( s ) and / or services, specific accounts or partners, distribution channel or some combination thereof. all territory assignments are made at imperva โ€™ s sole discretion and can be modified at any time by imperva sales management. all territory assignments must be approved by the vp worldwide sales. โ€ข quotas โ€“ you will be assigned, in writing, one or more quotas that will be identified and communicated to you in your goals acknowledgement form ( gaf ). your performance against the individual sales quota ( s ) set forth in your gaf will, in conjunction with other goals and objectives assigned by management, serve as a basis for measuring your overall performance. quota targets are allocated semi - annually ; first - half extending from january 1st โ€“ june 30th, second - half from july 1st โ€“ december 31st. tiered commission rates will be applied by half, exceeding quota qualifies for rate acceleration. see gaf for details. st th st st employees starting after april 1st will be assigned an annual plan. st employees that are newly hired or transfer into an eligible commission - based sales position from a non - commissionable on mid - quarter receive a prorated quota and commission target for that quarter as outlined in the table below : hire / transfer date prorated quota / commission target 1st of the month 100 % for that month 2nd through the 15th of the month 50 % for that month after the 15th of the month 0 % hire / transfer date prorated quota / commission target prorated quota / commission target 1st of the month st 2nd through the 15th of the month nd th after the 15th of the month th 1 of 5 imperva confidential โ€ข commissions are uncapped unless the total deal size is over $ 5, 000, 000 usd per rsd involved. in this case the vp
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exhibit 10. 7 amscan inc. โ€ข 80 grasslands road โ€ข elmsford, new york 10523 โ€ข ( 914 ) # # # - # # # - # # # # april 28, 1997 mr. michael a. correale 27 weeburn lane wilton ct 06897 dear michael : this letter will confirm our understanding regarding your employment with amscan holdings inc. as corporate controller. your position will commence on may 12, 1997 at an annual salary of $ 125, 000. in addition to your base salary and your participation in amscan โ€™ s generally available employee benefit programs, you will also be entitled to an annual bonus of up to 50 % of base salary and to stock options under the company โ€™ s stock incentive program, both of which are predicated upon individual and company performance and subject to approval by the board of directors of amscan holdings inc. we have further agreed that in the event your employment with the company is terminated by the company for any reason other than for cause you will be entitled to receive severance in an amount equal to one years โ€™ compensation at the rate of compensation in effect at the date of termination. as i have mentioned before, we at amscan are extremely excited that you are joining amscan and am confident that the experience and knowledge that you bring to amscan will be of tremendous benefit to our company. sincerely, / s / jim harrison jim harrison chief financial officer everything in decorations and party goods exhibit 10. 7 amscan inc. โ€ข 80 grasslands road โ€ข elmsford, new york 10523 โ€ข ( 914 ) # # # - # # # - # # # # april 28, 1997 mr. michael a. correale 27 weeburn lane wilton ct 06897 dear michael : this letter will confirm our understanding regarding your employment with amscan holdings inc. as corporate controller. your position will commence on may 12, 1997 at an annual salary of $ 125, 000. in addition to your base salary and your participation in amscan โ€™ s generally available employee benefit programs, you will also be entitled to an annual bonus of up to 50 % of base salary and to stock options under the company โ€™ s stock incentive program, both of which are predicated upon individual and company performance and subject to approval by the board of directors of amscan holdings inc. we have further agreed that in the event your employment with the company is terminated by the company for any reason other than for cause you will be entitled to receive
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exhibit 10. 20 joway product series franchised affiliate sales agreement ( contract no. : 000 [ ] ) tianjin joway century science & technology development co. ltd. preface whereas under the contract law of the people โ€™ s republic of china and other relevant laws, regulations and policies, party b is willing to get distributive profits by distributing the joway product series of party a who has the technology, production and marketing capabilities of joway product series ; meanwhile both sides are willing to develop new markets in a reasonable and orderly way under close cooperation, create market returns on sales, and effectively protect their own lawful rights and interests, the following agreement is hence reached on party b โ€™ s distribution of party a โ€™ s joway product series in the designated area through friendly consultation : section i commercial terms article 1 name, purpose and duration of the contract 1. 1 contract name : joway product series franchised affiliate sales agreement ( hereinafter referred to as the contract ) 1. 2 contract purpose : party a grants party b the right to sell and marketing joway product series in the designated area while party b gets distributive profits by selling party a โ€™ s joway product series and both sides expands the market and establishes a win - win cooperative relationship through common efforts and coordination. 1. 3 contract duration : the contract shall take effect since the date of signature by both sides and shall be valid for three year within which both sides shall fully enjoy the rights provided by and fulfill the obligations set in the contract. once the contract is expired, both sides have to discuss their cooperation in the next year through consultation. article 2 products to distribute and distribution area 2. 1 products to distribute : the products party a authorizes party b to distribute are : joway product series. 2. 2 distribution area restrictions : the joway franchised dealership store to be opened by party b must be located more than 2. 5km away from other joway authorized dealership stores. in case of any dispute arisen over the issue of distance, the joway franchised dealership store opened relatively later shall take full responsibility. article 3 distribution licensing terms 3. 1 party b shall submit all materials relating to the application for product affiliate and distribution as required by party a. the contract can be signed only after it has passed the rigorous examination of party a who, at the same time, will validate the authorization to the affiliate and distribution of its products. tianjin jo
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exhibit 10. 1 sonic innovations, inc. management bonus program the management bonus program ( โ€œ the program โ€ ) is designed to reward senior level managers for achieving specified company performance goals and individual performance objectives. the program โ€™ s objective is to motivate such senior level managers by providing an annual cash bonus opportunity. program summary the compensation committee of the board of directors administers the program. funding for the program is based on the performance of the company for the year. bonuses are calculated and distributed during the first quarter of the subsequent year, following audit of the company โ€™ s full year results. bonuses are based on achievements of goals in three segments : the company โ€™ s annual sales goal, the company โ€™ s annual earnings per share goal, and individual performance goals. the three segments, equally weighted at one - third each, are independent. under - achievement in one of them may reduce that segment โ€™ s bonus to zero, but would not affect the other two segments. similarly, over - achievement in one segment may increase that portion of the bonus without affecting the other segments. targets targets for sales and earnings per share will be based on the company โ€™ s operating plan and will be approved by the compensation committee of the board of directors. bonus levels for achievement of plan a โ€œ base bonus โ€ will be paid if the targets in the three segments are met. base bonus levels for participants may vary by title and position. a listing of participants and their base bonus levels is recommended annually by the chief executive officer ( โ€œ ceo โ€ ) and approved by the compensation committee of the board of directors. base salary means compensation paid during the program year, excluding commissions, special awards and perquisites. actual sales and earnings per share will be as reflected in the company โ€™ s audited financial statements. participant โ€™ s objectives will be measurable, quantifiable and agreed to beforehand. the ceo will make the final determination of the degree of achievement for the other executives, and the chairman of the board of directors will make the determination for the ceo. over - achievement of plan if the sales and / or the earnings per share numbers are better than the โ€œ at target โ€ figures, the bonus for that segment will increase. over - achievement of a participant โ€™ s individual goals may result in an increased bonus for that segment as well. under - achievement of plan if the sales and / or the earnings per share numbers are worse than the โ€œ at target โ€ figures, the bonus for that segment will decrease. there
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sales and service agreement between ener - core power, inc. and the regents of the university of california university of california, irvine this agreement for to provide the installation and demonstration of equipment is by and between the regents of the university of california, a california constitutional corporation, on behalf of the university of california, irvine campus advanced power & energy program ( hereinafter โ€œ university โ€ ) and ener - core power, inc., a delaware corporation ( hereinafter โ€œ buyer โ€ ). i. scope of work i. scope of work i. university shall provide university shall provide certain goods and services as described in exhibit a ( which is incorporated herein by this reference ) to provide for the installation and demonstration of buyer โ€™ s equipment at the university, including preliminary site preparation, engineering support, fuel supply, electrical interconnection, control wiring, site access, environmental compliance and approvals with appropriate local jurisdictions. should there be any conflict between the terms of this agreement and any exhibits, the terms of this agreement shall control. all work is being performed by the university on a best efforts basis, and the university makes no warranty regarding the outcome of the work specified herein. ii. period of performance ii. period of performance ii. a. the period of performance of this agreement shall commence on april 1, 2013 and continue through april 1, 2015. a. the period of performance of this agreement shall commence on april 1, 2013 and continue through april 1, 2015. a. b. either the university or the buyer may terminate this agreement at any time, without cause, by giving the other 60 days written notice of such action. if terminated prior to completion, the university shall, in thirty ( 30 ) days, receive full payment from buyer for all costs incurred under this agreement up to and including the date of termination. b. either the university or the buyer may terminate this agreement at any time, without cause, by giving the other 60 days written notice of such action. if terminated prior to completion, the university shall, in thirty ( 30 ) days, receive full payment from buyer for all costs incurred under this agreement up to and including the date of termination. b. iii. compensation and reimbursement of expenses a. rate : for items specified in exhibit a : โ€ข fp250 installation site preparation : $ 21, 049 โ€ข emission test : $ 4, 832 per test โ€ข general use of facilities and uci support for
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exhibit 10. 24 coal valley sales, llc 111 freeport road, pittsburgh, pa 15215 phone # # # - # # # - # # # # โ€” fax # # # - # # # - # # # # june 5, 2017 scrubgrass generating company lp 2151 libson road kennerdell, pa 16374 dear mr. shaffer : reference is made to that certain waste disposal agreement by ant between scrubgrass generating company lp ( โ€œ scrubgrass โ€ ) and coal valley sales llc ( โ€œ coal valley โ€ ) dated february 12, 2002, as amended ( the โ€œ agreement โ€ ). based on our recent discussions, coal valley will commit additional tonnage from the tassa stockpile it controls in irwin township, venango county as described in exhibit h to the agreement. further, any and all tassa waste coal shipped to scrubgrass will be considered part of the minimum payment provisions under section 5. 4 of the second amended agreement as of december 22, 2015. please indicate your acceptance of this waste coal pile to exhibit h by countersigning below. best regards, / s / joe anania joe anania cfo coal valley sales llc accepted and agreed to : scrubgrass generating company lp by : / s / r. j. shaffer r. j shaffer, plant manager third amendment to the waste disposal agreement this third amendment to the waste disposal agreement ( this โ€œ amendment โ€ ) dated january 31, 2017, is by and between coal valley sales llc of 111 freeport road, pittsburgh, pa 15215, ( hereinafter called โ€œ operator โ€ ), and scrubgrass generating company lp of 2151 lisbon road, kennerdell, pa 16374 ( hereinafter called โ€œ scrubgrass โ€ ). whereas, operator and scrubgrass are parties to that certain waste disposal agreement dated february 12, 2002, amended by the letter agreement dated february 22, 2010, extended by facsimile transmission dated june 13, 2011 and amended by the second amendment dated december 22, 2015 ( the โ€œ waste disposal agreement โ€ ) ; and whereas, operator and scrubgrass desire to amend the terms of the waste disposal agreement as provided herein. now therefore, the parties hereto, intending to be legally bound hereby an in consideration of promises contained herein, do hereby agree as follows : 1. defined terms. capitalized terms used herein without definition shall have the meanings ascribed to them in the waste disposal agreement.
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exhibit 10. 59 product purchases and sales contract supplier : northern altair nanotechnologies co., ltd. contract no. : ytxs - 20121022a buyer : wu'an transport bureau signing time : january 6, 2013 supplier : northern altair nanotechnologies co., ltd. supplier : northern altair nanotechnologies co., ltd. contract no. : ytxs - 20121022a contract no. : ytxs - 20121022a buyer : wu'an transport bureau buyer : wu'an transport bureau signing time : january 6, 2013 signing time : january 6, 2013 in order to better drive energy conservation and emission reduction in wu'an city and greatly develop the green traffic at the same time, and also in order to drive the overall development of the new energy automobile industry in wu'an city. according to the purchases and sales contract signed between altair nanotechnologies ( china ) co., ltd. and wu'an transport bureau in april 2012, supplier shall provide a total of 165 buses including 90 electric buses of 7. 5 m, 45 pure electric buses of 10. 5 m and 30 lng buses of 10. 5 m for buyer in the price superior to that of the similar products in the market ; the specific purchase contents are as follows : product name, trademark, model, manufacturer, supply time and quantity product name trademark manufacturer unit unit price ( ten thousand yuan ) quantity ( nr. ) total amount ( ten thousand yuan ) delivery time and quantity electric bus of 7. 5 m guangtong guangtong nr. ยฅ75 90 6750 see article 6 in the contract electric bus of 10. 5 m guangtong guangtong nr. ยฅ160 45 7200 lng bus of 10. 5 m guangtong guangtong nr. ยฅ53 30 1590 the total amount ( tax inclusive ) is rmb155, 400, 000 ( rmb one hundred fifty - five million four hundred thousand only in words ) product name product name trademark trademark manufacturer manufacturer unit unit unit price ( ten thousand yuan ) unit price ( ten thousand yuan ) quantity ( nr. ) quantity ( nr. ) total amount ( ten thousand yuan ) total amount ( ten thousand yuan ) delivery time and quantity delivery time and quantity electric bus of 7. 5 m electric bus of 7. 5 m guangtong guangtong
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bio - carbon - based fertilizer ( โ€œ bcbf โ€ ) purchase and sales agreement party a : scqc agricultural co. limited party b : pingchang lingfeng agricultural development co., ltd. in accordance with โ€œ contract law of the people's republic of china โ€ and relevant laws and regulations, both parties have reached the following terms and conditions regarding sale and purchase of bcbf, after mutual agreement. article 1 : cooperation method party a purchases the bcbf produced by party b and promotes the fertilizer to become the only official fertilizer designated by party a. article 2 : product standards 2. 1 the standards ( including quality requirements ) of the products are implemented in accordance with the national implementation standards : organic fertilizer ny525, bio - charcoal based fertilizer ny / t3401, and related standards : q / 511923lfny 001 - 2020. 2. 2 quantity of products : to be calculated in accordance cumulative aggregate basis, the level of acceptable difference in quantity to be delivered and actual delivered by positive or negative 2 %. article 3 : production quantity the cooperation between the two parties is order - based production. the total number of orders is 612. 49 tons. party b shall complete all production of fertilizer within 30 days after signing this contract. article 4 : prices and payment methods 4. 1 unit price : rmb1, 900 per ton, total price rmb1, 163, 746 4. 2 the price is tax - inclusive, but not limited to material cost, loading & unloading charge, labour charge, etc. transportation cost will be borne by party a. this price is fixed, and still remains unchanged when there is any market price fluctuation. 4. 3 after signing this contract, party a will pay rmb483, 746 by march 30, 2020 as down payment. rmb600, 000 will be paid by april 13, 2020 as second instalment and the balance will be settled by april 15, 2020. when all payments are well received, party b will complete the production within the aforesaid deadline. party b should delivery the products to the designated place at designated date according to party a instruction. 4. 4 party b โ€™ s banking details to receive : account name : redacted account number : redacted bank : redacted article 5 : packaging quality in order to keep the quality of bio - carbon - based organic fe
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sales agency agreement this sales agency agreement ( โ€œ agreement โ€ ) is entered into effective as of may 1, 2016 ( the โ€œ effective date โ€ ) between e & f co., ltd, a japan corporation with principal offices at 1 - 2 - 38 - 8f, esaka - cho, suita - shi, osaka # # # - # # # - # # # #, japan ( the โ€œ company โ€ ) and exceed japan co., ltd,, a japan corporation with its principal place of business at 4 - 3 - 8 - 8f, nishinakajima, yodogawa - ku, osaka - shi, osaka, 532 - 0011, japan ( the โ€œ supplier โ€ ). 1. governing law 1 - 1 this agreement shall be interpreted and governed in accordance with the laws of japan. 1 - 2 both party shall comply with all governmental laws and fulfil this agreement faithfully by mutual confidence. 2. purpose 2 - 1 the company shall sell and distribute the supplement products which are provided by the supplier ( โ€œ products โ€ ) as the sales agency of the supplier. products are as follows : pure esala pure esala pure esala popoca popoca popoca le jeune le jeune le jeune magic soap in bath magic soap in bath magic soap in bath 2 - 2 both party may change or add products by mutual agreement in writing. 3. business transaction the company shall purchase products from the supplier and sell to customers in the name and account of the company. 4. basic agreement this agreement shall be applied in separate agreements ( โ€œ separate agreements โ€ ) between the company and the supplier. if there is a difference between this agreement and separate agreements, separate agreements shall be prior to this agreement. 5. separate agreements 5 - 1 necessary matters in the transactions under this agreement shall be fixed in separate agreements at each transaction. 5 - 2 separate agreements shall be effective when writing order is closed. 6. competing products if the company wish to deal competing products against the supplier, the company shall obtain written approval from the supplier in advance. 7. documentation discussion, approval, notification, direction, claim, etc. shall be made through the documentation as a general rule. however, in case of emergency, both party may contact and notify by telephone, facsimile, email, etc. 8. delivery 8 - 1 the supplier shall deliver products to the place specified
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exhibit 4. 5 execution copy amended and restated series c warrant agreement dated as of august 27, 2009 exhibit 4. 5 execution copy amended and restated series c warrant agreement dated as of august 27, 2009 table of contents 1. issuance 1 2. definitions and interpretation 1 2. 1 definitions 1 2. 2 interpretations 7 3. exercise of warrant 8 3. 1 exercise 8 3. 2 manner of exercise 8 3. 3 payment of charges 9 3. 4 fractional shares 9 4. transfer, division and combination 9 4. 1 transfer 9 4. 2 division and combination 10 4. 3 expenses 10 4. 4 maintenance of books 10 5. exercise price ; antidilution provisions 10 5. 1 exercise price 10 5. 2 adjustments ; exceptions 10 5. 3 effect on exercise price of certain events 12 5. 4 notices 15 6. no impairment 15 7. reservation and authorization of common stock ; registration with or approval of any governmental authority 16 8. notice of corporate actions ; taking of record ; transfer books 16 8. 1 notices of corporate actions 16 8. 2 taking of record 17 8. 3 closing of transfer books 17 9. transfer restrictions ; legends 17 9. 1 restrictions on transfer and entry into shareholders agreement and registration rights agreement 17 9. 2 legends 18 10. loss or mutilation 19 11. office of the company 20 12. financial and business information 20 12. 1 deliveries 20 12. 2 financial statements 21 table of contents 1. issuance 1 2. definitions and interpretation 1 2. 1 definitions 1 2. 2 interpretations 7 3. exercise of warrant 8 3. 1 exercise 8 3. 2 manner of exercise 8 3. 3 payment of charges 9 3. 4 fractional shares 9 4. transfer, division and combination 9 4. 1 transfer 9 4. 2 division and combination 10 4. 3 expenses 10 4. 4 maintenance of books 10 5. exercise price ; antidilution provisions 10 5. 1 exercise price 10 5. 2 adjustments ; exceptions 10 5. 3 effect on exercise price of certain events 12 5. 4 notices 15 6. no impairment 15 7. reservation and authorization of common stock ; registration with or approval of any governmental authority 16 8. notice of corporate actions ; taking of record ; transfer books 16 8. 1 notices of corporate actions 16 8. 2 taking of record 17 8. 3 closing of transfer books 17 9. transfer restrictions ; legends 17 9. 1 restrictions on transfer and entry into shareholders agreement and
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exhibit 10. 4 this coal sales order ( โ€œ order โ€ ) dated april 18, 2007 confirms the sale of coal by westmoreland coal sales company ( โ€œ wscs โ€ ) to red trail energy, llc ( โ€œ buyer โ€ ) pursuant to the following terms and conditions. order number : red trail wcsc # 001 - 2007 source : the source of the coal to be delivered hereunder shall be from western energy company โ€™ s ( : โ€œ weco โ€ ) rosebud mine located at colstrip, montana. wcsc and buyer may discuss the potential to also supply coal from the westmoreland resources, inc. ( โ€œ wri โ€ ) absaloka mine at sarpy creek, montana, dakota westmoreland corporation ( โ€œ dwc โ€ ) beulah mine at beulah, north dakota. weco and dwc are affiliates of wcsc. term : april 18, 2007 through december 31, 2007. buyer has the option to order coal for ( i ) subsequent calendar year 2008, or ( ii ) subsequent calendar years 2008 and 2009. buyer must exercise the option, if at all, regardless of whether the exercise is for just calendar year 2008 or for both calendar years 2008 and 2009, no later than october 1, 2007. quantity : for the period april 18 through december 31, 2007, buyer will purchase and wcsc shall sell a minimum of one ( 1 ) twenty - four to thirty ( 24 - 30 ) car oddlot shipments from the weco โ€™ s rosebud mine per week or as otherwise scheduled by the parties to reasonably pro rate delivery volumes throughout the term, given that deliveries might not commence until may or june 2007. wcsc shall coordinate and schedule with buyer the train cars required for delivery of the oddlot shipments of coal, however, all such coal shall continue to be sold f. o. b. the mine. buyer and wcsc shall determine by mutual agreement if and when buyer can accept unit trains of coal from the rosebud mine and / or absaloka mine in the future, or as an alternative, accept deliveries of lignite from the beulah mine or a mixture of lignite with coal from the other mines. the total quantity of coal delivered during april 18 through december 31, 2007 will not exceed 40, 000 tons unless otherwise agreed by the parties. if buyer exercises its option for 2008 and 2009, the quantities for subsequent full calendar years will be no less than 95,
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february 09, 2008 homeowners of america, hoaic contract addendum for auto line of business this document contains confidential and proprietary information belonging exclusively to information distribution & marketing, inc. for more information contact : gary martin president and ceo 201 byrd court, suite 100 warner robins, ga 31088 ( 478 ) 953 - 9922 or michael marchant vp sales and marketing grapevine, tx 76051 ( 817 ) 442 - 1569 idmi confidential information customer initials idmi confidential information customer initials idmi confidential information customer initials this document by mutual agreement modifies the original pts contract as specified herein. change in schedule : see attachment a change in cost : $ 55, 500 travel costs : travel will be billed at actual cost as pre - approved change in schedule : see attachment a change in schedule : see attachment a change in cost : $ 55, 500 change in cost : $ 55, 500 travel costs : travel will be billed at actual cost as pre - approved travel costs : travel will be billed at actual cost as pre - approved idmi will augment the existing pts system to include the following functionality : 1. existing company writing private passenger auto. these product lines will be written in the current state of texas. 1. existing company writing private passenger auto. these product lines will be written in the current state of texas. 1. 2. the system will include a claims update to handle auto. 2. the system will include a claims update to handle auto. 2. 3. " three choice " for best fit auto rating, 3 coverage / price levels for selection choices by agent 3. " three choice " for best fit auto rating, 3 coverage / price levels for selection choices by agent 3. 4. the system will include an customized agent web portal for retrieval and access to basic insured information from the ho lob. 4. the system will include an customized agent web portal for retrieval and access to basic insured information from the ho lob. 4. 5. this estimate has been established with a basic review of client requirements, idmi reserve the right to apply additional contract modifications with accompanying price increase depending on discovery during the actual design reviews. should the pricing change idmi will put any such changes in writing as a contract addendum for client review and approval. 5. this estimate has been established with a basic review of client requirements, idmi reserve the right to apply additional contract modifications with accompanying price increase depending
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exhibit 10. 10 form of executive employment agreement this executive employment agreement ( the โ€œ agreement โ€ ), dated as of, 2007, is entered into by and between transportadora de proteccion y seguridad, s. a. de c. v. ( the โ€œ company โ€ ) as employer, herein represented by and mr. enrique herrera ( the โ€œ executive โ€ ), as employee, on his own right, pursuant to the following : representations i. the company hereby represents that it is a corporation duly organized and existing pursuant to mexican law with an address at francisco i. madero no. 234, fracc. industrial el lechugal, santa catarina, n. l. 66376, and is engaged in the business of vehicle armoring, sale and leasing of armored vehicles and preventing and correcting maintenance of armored vehicles, among others. ii. up until, 2007 [ closing date of the stock purchase agreement ], the executive was the owner of the company and its sole director, and on such date he sold all of its shares of stock in the company to an unrelated party. consequently, the executive acknowledges that : ( a ) heretofore he has not been subordinated to the company in any way whatsoever, and ( b ) the employment relationship with the company, for all legal purposes, will start on the date of execution of this agreement. iii. the company needs to hire a person with the experience, knowledge and abilities required for the position of general manager, during the period from the date hereof through, 200 _ _ _, during which time the company needs the executive โ€™ s services to identify, hire and train a new general manager for the company, as well as to manage the day - to - day operations of its business. iv. the executive hereby represents that he has the necessary capacity and expertise required by the company to render the services required by the company, as set forth above, and is available to take up the position immediately upon execution of this agreement and to discharge it through, 20 _ _ _. in view of the foregoing, the parties execute this agreement pursuant to the following : sections section 1. description of personal services 1. 1 position. the executive hereby agrees to render his personal services to the company in the position of general manager, which position the executive agrees to perform at all times with the utmost diligence and efficiency. the executive shall, except exhibit 10. 10 form of
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exhibit 10. 33 sales promotion addendum to google adwords psp addendum this addendum ( โ€œ sales promotion addendum โ€ ) to the google adwords psp addendum ( as defined below ) is entered into by and between : ( 1 ) google ireland limited, a company incorporated under the laws of ireland whose principal place of business is at gordon house, barrow street, dublin 4, ireland ( โ€œ google โ€ ) ; and ( 1 ) ( 1 ) google ireland limited, a company incorporated under the laws of ireland whose principal place of business is at gordon house, barrow street, dublin 4, ireland ( โ€œ google โ€ ) ; and google ireland limited, a company incorporated under the laws of ireland whose principal place of business is at gordon house, barrow street, dublin 4, ireland ( โ€œ google โ€ ) ; and ( 2 ) reachlocal europe b. v., whose registered office / principal place of business is at strawinskylaan 865, 1077 xx amsterdam, netherlands ( โ€œ partner โ€ ). ( 2 ) ( 2 ) reachlocal europe b. v., whose registered office / principal place of business is at strawinskylaan 865, 1077 xx amsterdam, netherlands ( โ€œ partner โ€ ). reachlocal europe b. v., whose registered office / principal place of business is at strawinskylaan 865, 1077 xx amsterdam, netherlands ( โ€œ partner โ€ ). introduction ( a ) partner and google are parties to the google advertising program terms ( the โ€œ ads terms โ€ ) and the google adwords psp addendum ( โ€œ psp addendum โ€ ), which is an addendum to the ads terms. ( a ) ( a ) partner and google are parties to the google advertising program terms ( the โ€œ ads terms โ€ ) and the google adwords psp addendum ( โ€œ psp addendum โ€ ), which is an addendum to the ads terms. partner and google are parties to the google advertising program terms ( the โ€œ ads terms โ€ ) and the google adwords psp addendum ( โ€œ psp addendum โ€ ), which is an addendum to the ads terms. ( b ) the psp addendum governs the rights and obligations of psps ( as defined in the psp addendum ) incorporated in a number of territories. under it, all rights and obligations with respect to psps
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exhibit 10. 1 solectron corporation remuneration for the ceo search committee of the board of directors on march 6, 2007, the board of directors ( the โ€œ board โ€ ) of solectron corporation ( the โ€œ company โ€ ) approved the following compensation for the members of the board โ€™ s ceo search committee : dr. paul r. low ( chairman ) $ 20, 000 heinz fridrich $ 11, 000 william a. hasler $ 11, 000 c. wesley m. scott $ 11, 000 these amounts are in addition to other remuneration and fees these directors are entitled to receive as described in the proxy statement of the company filed on december 4, 2006. exhibit 10. 1 solectron corporation remuneration for the ceo search committee of the board of directors on march 6, 2007, the board of directors ( the โ€œ board โ€ ) of solectron corporation ( the โ€œ company โ€ ) approved the following compensation for the members of the board โ€™ s ceo search committee : dr. paul r. low ( chairman ) $ 20, 000 heinz fridrich $ 11, 000 william a. hasler $ 11, 000 c. wesley m. scott $ 11, 000 dr. paul r. low ( chairman ) $ 20, 000 dr. paul r. low ( chairman ) heinz fridrich william a. hasler $ 11, 000 william a. hasler c. wesley m. scott these amounts are in addition to other remuneration and fees these directors are entitled to receive as described in the proxy statement of the company filed on december 4, 2006.
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exhibit 10. 8 agreement on sales authorization of tmall party a : first branch of rider sportsfashion limited ( hereafter referred to as โ€œ party a โ€ ) legal representative : hao wang address : room 509, building c, junfeng huating, no. 69, beichen west road, beijing tel. : 010 - 58772071 postal code : 100029 party b : hangzhou fengxue outdoor products co., ltd. ( hereafter referred to as โ€œ party b โ€ ) legal representative : address : 3 / f, building 10, loft 49, no. 111, tongyi road, gongshu district, hangzhou tel. : 0571 - 87819391 - 809 postal code : 310000 whereas party a authorizes party b to sell party a โ€™ s products at tmall ( taobao mall : website : http : / / jakroo. tmall. com / ), the following agreement regarding the sales ( hereafter referred to as โ€œ this agreement โ€ ) is made and entered into by party a and party b on the principle of equality and mutual benefits after reaching a consensus via negotiation : i. items and scope of authorization 1. 1 party a hereby authorizes party b to sell party a โ€™ s products at tmall ( taobao mall ), including the products with โ€œ โ€ trademark or label and ancillary products. any change of scope of party a โ€™ s products shall be subject to the products designated by party a. 1. 2 party b โ€™ s sales channel authorized by party a is limited to network sales through tmall ( taobao mall ) โ€™ s authorized online store. 1. 3 the authorized online store stated herein refers only to : 1. 4 โ€œ aiqisports outdoor franchise store โ€, the website of which is http : / / aqydhw. tmall. com /. 1. 5 โ€œ jakroo aiqi franchise store โ€ refers to the online store, the website of which is โ€œ http : / / jakrooaq. tmall. com / ; 1. 6 โ€œ aiqi sports outdoor franchise store โ€ or " jakroo aiqi franchise store โ€ is not allowed to sell cycling clothes products of other brands but party a โ€™ s brand. 1. 7 party a hereby authorizes party b to sell jakroo brand cycling
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exhibit 10. 21 promissory note $ 30, 500, 000. 00 november 28, 2001 for value received, and upon the terms and conditions set forth herein, locke sovran i l. l. c., a new york limited liability company having an address at 6467 main street, buffalo, new york 14221 ( โ€œ borrower โ€ ), promises to pay to the order of gmac commercial mortgage corporation, a california corporation ( โ€œ lender โ€ ), at lender โ€™ s office located at 200 witmer road, p. o. box 809, horsham, pennsylvania 19044 - 0809, attn : servicing โ€” accounting manager, or at such other place as lender may designate to borrower in writing from time to time, the principal sum of thirty million five hundred thousand and 00 / 100 dollars ( $ 30, 500, 000. 00 ), or so much thereof as is outstanding and unpaid, together with interest thereon at the rate of seven and eight - tenths percent ( 7. 8 % ) per annum ( โ€œ interest rate โ€ ), in lawful money of the united states of america, which, at the time of payment, shall be legal tender in payment of all debts and dues, public and private. 1. computation of interest. interest under this note shall be paid in arrears and shall be calculated based on a 360 - day year and paid for the actual number of days elapsed for any whole or partial month in which interest is being calculated. interest shall accrue from the date on which funds are advanced ( regardless of the time of day such advance is made ) through and including the day on which funds are repaid, unless payment is received by lender prior to the time set forth in section 2. 03 hereof. 2. payment of principal and interest. 2. 01 principal and interest payments. borrower shall pay principal and interest due under this note as follows : borrower shall pay consecutive monthly installments of principal and interest in the amount of $ 219, 560. 50 ( each a โ€œ monthly amount โ€ ), beginning on the fifth day of january, 2002, and continuing on the fifth day of each and every successive month thereafter ( each a โ€œ payment date โ€ ) through and including the payment date immediately prior to the maturity date ( as defined below ) ; and on the fifth day of december, 2011 ( โ€œ maturity date โ€ ),
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exhibit 10. 29 master sales agreement hitachi electronic devices sales, inc. ( hereafter, the โ€œ buyer โ€ ) and opnext japan, inc. ( hereafter, the โ€œ seller, โ€ collectively, the โ€œ parties โ€ ) hereby enter into the following master agreement regarding transactions between them. section 1 ( sales ) 1. 1 the seller shall sell to the buyer those products ( hereafter, the โ€œ products โ€ ) agreed to in a separate sales contract to be entered into between the parties ( hereafter, the โ€œ individual contract โ€ ), and the buyer shall purchase the products from the seller for resale within the territory of japan, only to third parties in japan. should the buyer wish to export the products outside of japan, or should the buyer be aware, at the time of sale, of a purchasing client โ€™ s intent to export the products outside of japan, the buyer must obtain the seller โ€™ s approval in writing prior to such a transaction. section 2 ( cooperative sales ) 2. 1 the buyer shall cooperate closely with the seller in selling the products, and shall make efforts to increase sales of the products and expand sales channels. 2. 2 the buyer shall work to support and maintain the sales structure needed to promote close sales cooperation with the seller, including providing system support infrastructure and the staffing necessary to maintain such a system. section 3 ( post - sales service ) 3. 1 the parties shall endeavor in good faith to provide post - sales service ( hereafter, โ€œ service โ€ ) to the buyer โ€™ s clients who have questions regarding the products they have purchased, and shall work aggressively to increase customer satisfaction ratings for the products. 3. 2 the parties shall work to support and maintain the systems necessary to implement such post - sales service, including providing system support infrastructure and the staffing necessary to maintain such a system. 3. 3 the parties shall agree to cooperate with one another to the extent necessary to accomplish the objectives set forth in preceding paragraphs, 3. 1 and 3. 2. section 4 ( sales goals ) 4. 1 the parties agree to establish quarterly sales goals for the products based on discussions between them, in the form indicated, and based on the sales policies specified by, the seller. 4. 2 the parties agree to cooperate with one another in meeting the sales goals as set forth under the preceding paragraph, 4. 1. section 5 ( sales support ) 5. 1 the seller shall support the buyer โ€™
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exhibit 10. 8 ninth amendment to standard manufacturing agreement between teradyne, inc. and flextronics sales & marketing north asia ( l ) ltd this ninth amendment ( this โ€œ amendment โ€ ) is made as of september 17, 2012 ( the โ€œ effective date โ€ ) by and between teradyne, inc., a massachusetts corporation having a place of business at 600 riverpark drive, north reading, massachusetts 01864 ( โ€œ customer โ€ ), and flextronics sales & marketing north asia ( l ) ltd with an office at financial park labuan complex unit 7 ( d ), main office tower jalan merdeka, 87000 w. p. labuan malaysia ( successor in interest to flextronics corporation ) ( โ€œ supplier โ€ ). this amendment replaces and supersedes in its entirety the seventh amendment to the master agreement dated august 29, 2011. w i t n e s s e t h : whereas, customer and solectron corporation entered into a standard manufacturing agreement on november 24, 2003 ( the โ€œ master agreement โ€ ), as amended by the amendment 1 to standard manufacturing agreement dated january 18, 2007 and the second amendment to standard manufacturing agreement dated august 27, 2007 under which supplier manufactures and sells to customer certain board assemblies and provides other products and services, more specifically described thereunder ; and whereas, on october 1, 2007, solectron corporation was acquired by flextronics international ltd. and by operation of the merger agreement flextronics corporation ( โ€œ flextronics โ€ ) became a party to the master agreement as amended with all of the rights, privileges, duties and obligations of solectron corporation thereunder ; and whereas, customer and supplier entered into the third amendment to the master agreement dated march 27, 2008 ; the fourth amendment to the master agreement dated december 18, 2008 ; the fifth amendment to the master agreement dated july 17, 2009, by which the parties rescinded the fourth amendment and agreed to allow supplier to sell certain of customer โ€™ s products directly to third parties ; the sixth amendment to the master agreement dated july 27, 2009 to provide for the treatment of certain high value inventory items purchased by supplier and adjustments pursuant to an agreed return on invested capital formula ; the seventh amendment to the master agreement dated august 29, 2011 to implement an upside program to allow the parties to respond more effectively to end - market demand increases for the flex family of automatic test equipment system products ; and the eighth amendment to the master agreement dated april
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exhibit 10. 142automobile sale and purchase contractcontract no. : qcmmht - qingdao chengyang medici - 2020party a ( seller ) : meihao travel ( hangzhou ) automobile technology co., ltd. registered address : room 311 - 315, building 2, 253 tinglan street, qiaosi sub - district, yuhang district, hangzhou city, zhejiang provinceparty b ( buyer ) : qingdao chengyang medici zhixing new energy automobile co., ltd. registered address : a2 office zone, fidelity international trade city, 881 qingwei road, chengyang street, chengyang district, qingdao city, shandong provinceparty a and party b hereby enter into this contract for the purchase and sale of automobiles on the basis of equality, voluntariness and consensus through negotiation in accordance with relevant laws and regulations. 1. basic vehicle informationthe subject matter of the purchase and sale under this contract is a byd brand car ( hereinafter referred to as the " subject matter " ). the specific information is as follows : brandcar series / modelcolourquantity ( unit ) unit price ( rmb / unit ) withholding tax amount of national subsidy ( rmb / unit ) withholding tax amount of local subsidy ( rmb / unit ) bydd1two - coloured ( crystal white and fruity green ) 200011200015750 / 2. national and local subsidy deposit2. 1 within [ / ] days after the signing of this contract, party b shall pay party a the national and local subsidy deposit of rmb [ / ] / unit ( in words : rmb / unit ). the deposit shall be used by party b to assist party a in applying for national and local subsidies as required by party a. 2. 2 party a shall return the national and local subsidy deposits ( without interest ) to party b when the national and local subsidy deposits meet the following conditions at the same time : 2. 2. 1 the subject vehicle shall meet the requirement of reaching [ 2 ] million kilometres of driving mileage on the " new energy vehicle service platform " within the agreed period of the contract confirmed by both parties ( if there is any adjustment to the kilometre standard, it shall be implemented according to the national policy and the licensing policy at that time ) ; 1 exhibit 10. 142automobile sale and purchase contractcontract no
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date of signing dec 30, 2009 orders 1. the name, pattern, amount of products as well as time and location of delivery depend on the orders of purchaser. the purchaser uses โ€œ order form โ€ to send purchase - request and purchase - order to the supplier. 2. the supplier should deliver products according to the orders. if the supplier misses the deadline, the supplier should bear related costs and expenses. 3. the two parties agree the location of delivery is the location of the purchaser. the supplier will be responsible for transportation and unloading. payment and time limit after inspection, the purchaser should pay to the supplier by wire in 75 days or by bank acceptance in 60 days. contract term january 1, 2010 to december 31, 2010 quality obligation 1. the quality guarantee period is 6 months after inspection. 2. the purchaser is entitled to mark non - conforming products at the supplier โ€™ s presence or ask the supplier destroy the non - conforming products at the purchaser โ€™ s presence. 3. if the supplier delivers non - conforming products to the purchaser, the purchaser is entitled to reject the products and seek penalty 3 times of the products โ€™ price. 4. the supplier should finish the rejection - request within the deadline of the purchaser. dispute resolution resort to the purchaser โ€™ s local court
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products sales agreement ( translated ) world scan project corporation ( โ€œ wspj โ€ ) and drone net co., ltd. ( โ€œ drone net โ€ ) enter into the products sales agreement ( the โ€œ agreement โ€ ) as follows : 1. purposes 1. purposes 1. purposes wspj promises to sell the following products ( the โ€œ products โ€ ) and drone net promises to purchase the products. product small sized drone named โ€œ skyfight - x โ€ number 10, 000 drones price jpy 15, 800 total amount jpy 158, 000, 000 product small sized drone named โ€œ skyfight - x โ€ product small sized drone named โ€œ skyfight - x โ€ number 10, 000 drones number 10, 000 drones price jpy 15, 800 price jpy 15, 800 total amount jpy 158, 000, 000 total amount jpy 158, 000, 000 2. delivery date and place 2. delivery date and place 2. delivery date and place wspj shall deliver the products to drone net โ€™ s designated place by may 31, 2020. 3. payment 3. payment 3. payment drone net shall make the payment for the products as follows : zdrone net shall pay jpy 47, 400, 000 ( 30 %, sales tax excluded ) by march 2, 2020 zdrone net shall pay jpy 47, 400, 000 ( 30 %, sales tax excluded ) by march 2, 2020 z drone net shall pay jpy 47, 400, 000 ( 30 %, sales tax excluded ) by march 2, 2020 zdrone net shall pay jpy 110, 600, 000 ( 70 %, sales tax excluded ) by may 31, 2020 zdrone net shall pay jpy 110, 600, 000 ( 70 %, sales tax excluded ) by may 31, 2020 z drone net shall pay jpy 110, 600, 000 ( 70 %, sales tax excluded ) by may 31, 2020 4. risk bearing 4. risk bearing 4. risk bearing wspj shall owe the responsibility for damage before the delivery date described in the article 2 and drone net shall owe the responsibility for damage after the delivery date. 5. court of jurisdiction 5. court of jurisdiction 5. court of jurisdiction when a dispute arises in connection with the agreement, the court of jurisdiction shall be the tokyo district court in the first instance. in witness whereof, the agreement has been prepared in duplicate, and after they are signed and seals have been affixed thereto, each party
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news releasecorporate communications262 n. university dr. farmington, utah 84025phone : 801 # # # - # # # - # # # # for immediate release media contact : investor contact : amanda covingtonmichael pici phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # e - mail : * * * @ * * * e - mail : * * * @ * * * news releasecorporate communications262 n. university dr. farmington, utah 84025phone : 801 # # # - # # # - # # # # for immediate release media contact : investor contact : amanda covingtonmichael pici phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # e - mail : * * * @ * * * e - mail : * * * @ * * * news releasecorporate communications262 n. university dr. farmington, utah 84025phone : 801 # # # - # # # - # # # # for immediate release media contact : investor contact : amanda covingtonmichael pici phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # e - mail : * * * @ * * * e - mail : * * * @ * * * news release news release corporate communications262 n. university dr. farmington, utah 84025 corporate communications 262 n. university dr. farmington, utah 84025 phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # for immediate release for immediate release media contact : media contact : investor contact : investor contact : amanda covington amanda covington michael pici michael pici phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # phone : 801 # # # - # # # - # # # # e - mail : * * * @ * * * e - mail : * * * @ * *
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exhibit 10 ( b ) 16 filing public utility system energy resources, inc. rate schedule ferc no. 2 public utilities receiving service under rate schedule public utilities receiving service under rate schedule public utilities receiving service under rate schedule public utilities receiving service under rate schedule public utilities receiving service under rate schedule entergy arkansas, inc. entergy louisiana, llc entergy mississippi, inc. entergy new orleans, llc service to be provided under rate schedule wholesale sale of electric power unit power sales agreement this agreement, made, entered into, and effective as of this 10th day of june, 1982, as amended from time to time thereafter, and as revised to comply with federal energy regulatory commission ( โ€œ ferc โ€ ) opinion nos. 446 and 446 - a and ferc order no. 614, between and among entergy arkansas, inc. ( โ€œ eai โ€ ), entergy louisiana, llc ( โ€œ ell โ€ ), entergy mississippi, inc. ( โ€œ emi โ€ ), entergy new orleans, llc ( โ€œ enol โ€ ) and system energy resources, inc. ( โ€œ system energy โ€ ). th witnesseth that : whereas, system energy was incorporated on february 11, 1974 under the laws of the state of arkansas to own certain future generating capacity for the entergy system, of which eai, ell, emi and enol ( โ€œ system companies โ€ ) are members ; and whereas, system energy has accordingly undertaken the ownership and financing of an undivided interest in, and construction of, the grand gulf generating station, a one - unit, nuclear - fueled electric generating station on the east bank of the mississippi river near port gibson, mississippi ( โ€œ project โ€ ) ; and whereas, the system companies own and operate electric generating, transmission and distribution facilities in arkansas, louisiana and mississippi and generate, transmit and sell electric energy both at retail and wholesale in such states ; and whereas, system energy has agreed to sell to eai, ell, emi and enol ( โ€œ purchasers โ€ ) specified percentages of all of the capacity and energy available to system energy from the project, and the system companies have agreed to join with system energy, before the date unit i of the project is placed in service, in executing an agreement which will set forth in detail the terms and conditions for the sale of such capacity and energy by system energy to the system companies ; and whereas, unit 1 is expected to be placed in commercial operation in the first quarter of
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exhibit 10. 18 january 8, 2009 mr. steve ratterman chief financial officer the o โ€™ gara group, inc. 7870 east kemper road suite 460 cincinnati, ohio 45249 re : proposed $ 35, 000, 000 in senior secured credit facilities dear steve : it is our understanding that the o โ€™ gara group, inc. ( the โ€œ company โ€ or the โ€œ borrower โ€ ) proposes to undertake the transaction described in the summary of terms and conditions ( the โ€œ summary โ€ ) attached hereto and has requested that pnc bank, national association ( โ€œ pnc bank โ€ ), provide a portion of the $ 35, 000, 000 in senior secured credit facilities consisting of ( i ) a revolving credit facility in an amount not to exceed $ 25, 000, 000 and ( ii ) a term loan facility of up to $ 10, 000, 000 ( the โ€œ credit facilities โ€ ) and pnc capital markets llc ( โ€œ pnc capital markets โ€ or the โ€œ arranger โ€ ) arrange and syndicate the credit facilities ( the โ€œ financing โ€ ) for the proposed transaction. we are pleased to inform you of ( i ) pnc bank โ€™ s commitment to provide $ 30, 000, 000 and ( ii ) first commonwealth bank โ€™ s ( โ€œ first commonwealth โ€ and together with pnc bank, the โ€œ banks โ€ ) commitment to provide $ 5, 000, 000 of the financing described in the attached summary, subject to the terms and conditions referred to in this letter and the summary. in addition, pnc capital markets is pleased to inform you of its agreement to act as the lead arranger and bookrunner, and pnc bank is pleased to inform you of its agreement to act as the administrative agent ( the โ€œ administrative agent โ€ ) for the financing, in each case subject to the terms and conditions referred to in this letter, the summary and the fee letter ( dated as of this date ( the โ€œ fee letter โ€ ). this commitment letter ( as defined below ), fee letter and summary are being provided in replacement of that certain commitment letter, fee letter and summary dated october 24, 2008, which superseded that certain commitment letter, fee letter and summary dated august 21, 2008. the summary includes a description of the principal terms of the proposed credit facilities connected with the financing, and is intended as a framework for the documentation and as a basis for further discussion of the financing โ€™ s terms, as appropriate. the financing will be documented in a definitive credit agreement
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exhibit 1. 1 federal realty investment trust common shares of beneficial interest equity distribution agreement dated : february 24, 2021 exhibit 1. 1 federal realty investment trust common shares of beneficial interest equity distribution agreement dated : february 24, 2021 table of contents page section 1. description of securities 2 section 2. placements 3 section 3. sale of securities 5 section 4. suspension of sales 6 section 5. representations and warranties 6 section 6. sale and delivery ; settlement 17 section 7. covenants of the company 21 section 8. payment of expenses 29 section 9. conditions of the obligations of the sales agents and the forward sellers 30 section 10. indemnification 32 section 11. contribution 34 section 12. representations, warranties and agreements to survive delivery 35 section 13. termination of agreement 36 section 14. notices 37 section 15. parties 39 section 16. adjustments for stock splits 39 section 17. governing law and time 39 section 18. counterparts 39 section 19. recognition of the u. s. special resolution regimes 39 section 20. effect of headings 40 section 21. definitions 40 section 22. permitted free writing prospectuses 43 section 23. absence of fiduciary relationship 43 - i - table of contents ( continued ) exhibits exhibit a โ€“ form of placement notice exhibit b - 1 โ€“ form of confirmation exhibit b - 2 โ€“ authorized individuals for placement notices and acceptances exhibit c โ€“ compensation exhibit d - 1 โ€“ form of opinion of pillsbury winthrop shaw pittman llp ( corporate ) exhibit d - 2 โ€“ form of opinion of pillsbury winthrop shaw pittman llp ( tax ) exhibit e โ€“ officer โ€™ s certificate exhibit f โ€“ permitted free writing prospectuses - ii - federal realty investment trust ( a maryland real estate investment trust ) common shares of beneficial interest equity distribution agreement february 24, 2021 bofa securities, inc. one bryant park new york, new york 10036 j. p. morgan securities llc 383 madison avenue new york, new york 10017 citigroup global markets inc. 388 greenwich street new york, new york 10013 wells fargo securities, llc 500 west 33rd street new york, new york 10001 jefferies llc 520 madison avenue new york, new york 10022 attention : general counsel as forward sellers and sales agents bank of america, n. a. one bryant park new york, new york 10036 jpmorgan chase bank, national association 383 madison avenue new york, new york 10179 citibank, n. a
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exhibit 10. 7 * file copy * time insurance company general agent sales agreement this general agent sales agreement is between time insurance company, by its current name or any new name or legal identity it may hold in the future, its subsidiaries and associated organizations ( hereinafter referred to as the company or we or us or our โ€ ) and daniel mignone โ€œ general agent โ€ or โ€œ you โ€ or โ€œ your โ€ or โ€œ yours โ€ ( please print or type name ) daniel mignone daniel mignone โ€œ general agent โ€ or โ€œ you โ€ or โ€œ your โ€ or โ€œ yours โ€ โ€œ general agent โ€ or โ€œ you โ€ or โ€œ your โ€ or โ€œ yours โ€ ( please print or type name ) ( please print or type name ) the general agent agrees to comply with the following terms and conditions : general agent for time insurance company daniel mignone signature signature daniel mignone 2011 - 10 - 18 ( please print or type name ) effective date of agreement ( to be completed by home office ) 2011 - 10 - 19 000385er100001 date general agent # general agent general agent for time insurance company for time insurance company daniel mignone daniel mignone signature signature signature signature daniel mignone daniel mignone 2011 - 10 - 18 2011 - 10 - 18 ( please print or type name ) ( please print or type name ) effective date of agreement effective date of agreement ( to be completed by home office ) ( to be completed by home office ) 2011 - 10 - 19 2011 - 10 - 19 000385er100001 000385er100001 date date general agent # general agent # beneficiary designation : margaret mignone 214 quercus court wellington, fl 33414 name present address if living, otherwise to : name present address margaret mignone margaret mignone 214 quercus court wellington, fl 33414 214 quercus court wellington, fl 33414 name name present address present address if living, otherwise to : if living, otherwise to : name name present address present address form tic ga 1 - 11 ( rev. 1 / 11 ) page 1 * file copy * definitions agreement. for the purposes of this agreement, โ€œ agreement โ€ shall mean this general agent sales agreement, together with the appointment application, commission and product schedules and any attachments, exhibits or schedules hereto. associated organization. for the purposes of this agreement, an โ€œ associated organization, โ€ shall mean a corporate entity either wholly or partially
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nord resources corporation a021101 1 west wetmore road suite 203 tucson, az 85705 20th march 2012 u. s. a. dear wayne, we confirm having amended our purchase from you under our contract a021976 as follows : quantity : from : one hundred percent ( 100 % ) of production, estimated at three hundred ( 300 ) short tons. to : one hundred percent ( 100 % ) of production, estimated at six hundred ( 600 ) short tons. term : from : january 1, 2013 through march 31, 2013, and then renewable by mutual agreement unless otherwise terminated as provided herein. to : january 1, 2013 through june 30, 2013, and then renewable by mutual agreement unless otherwise terminated as provided in our original contract dated december 4, 2012. remarks : all other conditions remain unchanged. buyer seller / s / barry feldman / s / wayne morrison barry feldman senior vice president red kite master fund limited p. o. box hm 1540, hamilton hm fx, bermuda email : * * * @ * * * company registration no. 35935
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