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article_amendment
mercury systems, inc. and computershare trust company, n. a. as rights agent rights agreement dated as of december 27, 2021 i table of contents page section 1. certain definitions.................................................................................................... 1 section 2. appointment of rights agent................................................................................... 7 section 3. issue of rights certificates....................................................................................... 8 section 4. form of rights certificates....................................................................................... 9 section 5. countersignature and registration.....................................................................
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exhibit 10. 8 business corporations act british columbia articles telesat corporation business corporations act british columbia articles telesat corporation i n d e x part 1 interpretation 1 part 2 alterations 13 part 3 shares and share certificates 13 part 4 share transfers 14 part 5 purchase of shares 15 part 6 borrowing powers 15 part 7 shareholder meetings 16 part 8 proceedings at shareholder meetings 17 part 9 shareholders votes 19 part 10 election and removal of directors 20 part 11 proceedings of directors 24 part 12 committees of directors 27 part 13 officers 32 part 14 disclosure of interest of directors 32 part 15 indemnification 33 part 16 dividends 37 part 17 auditor 38 part 18 execution of instruments 38 part 19 notices 39 part 20 restriction on share transfer 41 part 1 interpretation 1 part 1 interpretation 1 part 2 alterations 13 part 2 alterations 13 part 3 shares and share certificates 13 part 3 shares and share certificates 13 part 4 share transfers 14 part 4 share transfers 14 part 5 purchase of shares 15 part 5 purchase of shares 15 part 6 borrowing powers 15 part 6 borrowing powers 15 part 7 shareholder meetings 16 part 7 shareholder meetings 16 part 8 proceedings at shareholder meetings 17 part 8 proceedings at shareholder meetings 17 part 9 shareholders votes 19 part 9 shareholders votes 19 part 10 election and removal of directors 20 part 10 election and removal of directors 20 part 11 proceedings of directors 24 part 11 proceedings of directors 24 part 12 committees of directors 27 part 12 committees of directors 27 part 13 officers 32 part 13 officers 32 part 14 disclosure of interest of directors 32 part 14 disclosure of interest of directors 32 part 15 indemnification 33 part 15 indemnification 33 part 16 dividends 37 part 16 dividends 37 part 17 auditor 38 part 17 auditor 38 part 18 execution of instruments 38 part 18 execution of instruments 38 part 19 notices 39 part 19 notices 39 part 20 restriction on share transfer 41 part 20 restriction on share transfer 41 - 1 - - 1 - part 21 advance notice provisions 41 part 22 forum selection 47 part 23 approval of matters 47 part 24 other provisions 49 part 25 special rights and restrictions attached to common shares 51 part 26 special rights and restrictions attached to special voting shares 56 part 27 special rights and restrictions attached to super voting shares 58 part 28 special rights and restrictions attached to golden share 59 part 29 special rights and restrictions attached to class a preferred shares 62 part 30 declarations 63 part 21 advance notice provisions 41 part 21 advance notice provisions 41 part 22 forum selection 47 part 22 forum selection 47 part 23 approval of matters 47 part 23 approval of matters 47 part 24 other provisions
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exhibit 10. 2 summary description of 2008 micp purpose endocare ’ s 2008 management incentive compensation program ( the “ program ” ) is a variable cash incentive program designed to motivate participants to achieve specific annual performance objectives and to reward them for their achievements when those objectives are met. employees may elect to receive all or a portion of their incentive awards in the form of deferred stock units, instead of cash, under endocare ’ s employee deferred stock unit program. eligibility participants are approved solely at the discretion of the compensation committee of endocare ’ s board of directors ( the “ compensation committee ” ). executive officers, vice presidents and department directors are eligible to be considered for participation in 2008. the compensation committee in its sole discretion may permit other employees to participate. administration the compensation committee is ultimately responsible for administering the program. the compensation committee has all powers and discretion necessary or appropriate to review and approve the program and its operation, including, but not limited to, the power to ( a ) determine which eligible participants shall be granted incentive awards, ( b ) prescribe the terms and conditions of incentive awards, ( c ) interpret the program, ( d ) adopt rules for the administration, interpretation and application of the program, and ( e ) interpret, amend or revoke any such rules. all determinations and decisions made by the compensation committee and any delegate of the compensation committee shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law. the compensation committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the program to one or more directors and / or officers. the compensation committee in its sole discretion may amend or terminate the program, or any part thereof, at any time and for any reason. award determination incentives will be calculated using a formula based on ( a ) the participant ’ s salary, ( b ) the participant ’ s target incentive, and ( c ) the aggregate percentage achievement relative to the performance objectives. each participant ’ s target incentive is a percentage of the participant ’ s base salary earned in 2008. this percentage is determined by the compensation committee in its sole discretion based on each participant ’ s position and related responsibilities, except where a participant ’ s employment agreement or offer letter specifies such percentage ( in which case such specified percentage is used, unless otherwise determined by the compensation committee in its sole discretion
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exhibit 10. 12 indefinite - term employment contract betweenemployer accenture, a simplified joint - stock company ( societe par actions simplifiee ), with a share capital of 17 250 000 €, whose registered office is located at 118 avenue of france, 75013 paris, france, registered with the companies and commercial registry, under the number b 732 075 312, represented by christian nibourel as president of accenture sas, hereinafter the « company », on the one hand, and : employeejean - marc ollagnier, residing at « address » with the social security under the number « number », on the other hand, betweenemployer between employer accenture, a simplified joint - stock company ( societe par actions simplifiee ), with a share capital of 17 250 000 €, whose registered office is located at 118 avenue of france, 75013 paris, france, registered with the companies and commercial registry, under the number b 732 075 312, represented by christian nibourel as president of accenture sas, hereinafter the « company », on the one hand, accenture, a simplified joint - stock company ( societe par actions simplifiee ), with a share capital of 17 250 000 €, whose registered office is located at 118 avenue of france, 75013 paris, france, registered with the companies and commercial registry, under the number b 732 075 312, represented by christian nibourel as president of accenture sas, hereinafter the « company », on the one hand, and : and : employee jean - marc ollagnier, residing at « address » with the social security under the number « number », on the other hand, accenture sas and jean - marc ollagnier shall be individually referred to hereinafter as a “ party ” and jointly as the “ parties ”. “ group ” shall mean the accenture plc and company affiliate to it. the following has been agreed : 1. commitment commitment 1. 1jean - marc ollagnier was hired by the company on november 3, 1986 as consulting engineer. jean - marc ollagnier was hired by the company on november 3, 1986 as consulting engineer. 1. 2the parties have agreed, through this employment contract, to replace all the provisions in the employment contract and agreements, written or verbal, entered into the parties and / or between
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exhibit 4. 15 incorporation number c0866047 incorporation number incorporation number c0866047 c0866047 effective as of january 20, 2020 effective as of effective as of january 20, 2020 january 20, 2020 articles of fce fuelcell energy ltd. province of british columbia business corporations act 111491155 v1 table of contents article 1interpretation section 1. 1 definitions 1 section 1. 2 bca and interpretation act definitions applicable 2 section 1. 3 conflicts or inconsistencies 2 section 1. 1 section 1. 1 definitions definitions 1 1 section 1. 2 section 1. 2 bca and interpretation act definitions applicable bca and interpretation act definitions applicable 2 2 section 1. 3 section 1. 3 conflicts or inconsistencies conflicts or inconsistencies 2 2 article 2shares and share certificates section 2. 1 authorized share structure 2 section 2. 2 form of share certificate 2 section 2. 3 shareholder entitled to certificate or acknowledgement 2 section 2. 4 delivery by mail 2 section 2. 5 replacement of worn out or defaced certificate or acknowledgement 3 section 2. 6 replacement of lost, destroyed or wrongfully taken certificate 3 section 2. 7 recovery of new share certificate 3 section 2. 8 splitting share certificates 3 section 2. 9 certificate fee 3 section 2. 10 recognition of trusts 4 section 2. 1 section 2. 1 authorized share structure authorized share structure 2 2 section 2. 2 section 2. 2 form of share certificate form of share certificate 2 2 section 2. 3 section 2. 3 shareholder entitled to certificate or acknowledgement shareholder entitled to certificate or acknowledgement 2 2 section 2. 4 section 2. 4 delivery by mail delivery by mail 2 2 section 2. 5 section 2. 5 replacement of worn out or defaced certificate or acknowledgement replacement of worn out or defaced certificate or acknowledgement 3 3 section 2. 6 section 2. 6 replacement of lost, destroyed or wrongfully taken certificate replacement of lost, destroyed or wrongfully taken certificate 3 3 section 2. 7 section 2. 7 recovery of new share certificate recovery of new share certificate 3 3 section 2. 8 section 2. 8 splitting share certificates splitting share certificates 3 3 section 2. 9 section 2. 9 certificate fee certificate fee 3 3 section 2. 10 section 2. 10 recognition of trusts recognition of trusts 4 4 article 3issue of shares section 3. 1 board authorized 4 section 3. 2 commissions and discount
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exhibit 4. 1 articles of amendment filed pursuant to 7 - 90 - 301, et seq. and 7 - 110 - 106 of the colorado revised statutes ( c. r. s. ) id number 20071480966 dated february 28, 2013 1. entity name : westmountain index advisor, inc. 2. new entity name : westmountain gold, inc. 3. use of restricted words " bank " or " trust " or any derivative thereof “ credit union ” " savings and loan ” “ insurance ”, “ casualty ”, “ mutual ”, or “ surety ” 4. other amendments, if any, are attached. 5. if the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. 6. if the corporation ’ s period of duration as amended is less than perpetual, state the date on which the period of duration expires : 3. use of restricted words " bank " or " trust " or any derivative thereof “ credit union ” " savings and loan ” " savings and loan ” “ insurance ”, “ casualty ”, “ mutual ”, or “ surety ” ( mm / dd / yyyy ) or ( mm / dd / yyyy ) if the corporation ’ s period of duration as amended is perpetual, mark this box : if the corporation ’ s period of duration as amended is perpetual, mark this box : if the corporation ’ s period of duration as amended is perpetual, mark this box : 7. ( optional ) delayed effective date : ( mm / dd / yyyy ) 7. ( optional ) delayed effective date : ( mm / dd / yyyy ) notice : causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual ’ s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, c. r. s., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that part, the
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exhibit 1. 1 execution version [ ● ] shares cushman & wakefield plc ordinary shares, nominal value $ 0. 10 per share underwriting agreement [ ● ], 2019 exhibit 1. 1 execution version [ ● ] shares cushman & wakefield plc ordinary shares, nominal value $ 0. 10 per share underwriting agreement [ ● ], 2019 execution version [ ● ], 2019 morgan stanley & co. llc j. p. morgan securities llc goldman sachs & co. llc as representatives of the several underwriters named in schedule ii hereto c / o morgan stanley & co. llc 1585 broadway new york, new york 10036 c / o j. p. morgan securities llc 383 madison avenue new york, new york 10179 c / o goldman sachs & co. llc 200 west street new york, new york 10282 ladies and gentlemen : certain shareholders of cushman & wakefield plc, a public limited company organized under the laws of england and wales ( the “ company ” ) named in schedule i hereto ( the “ selling shareholders ” ), severally and not jointly, propose to sell to the several underwriters named in schedule ii hereto ( the “ underwriters ” ) for whom morgan stanley & co. llc, j. p. morgan securities llc and goldman sachs & co. llc are acting as representatives ( the “ representatives ” ), an aggregate of [ ● ] ordinary shares, nominal value $ 0. 10 per share ( the “ firm shares ” ) of the company, each selling shareholder selling the amount set forth opposite such selling shareholder ’ s name under the column “ firm shares ” in schedule i hereto. the selling shareholders also propose to sell to the several underwriters not more than an aggregate of an additional [ ● ] ordinary shares, nominal value $ 0. 10 per share ( the “ additional shares ” ), each selling shareholder selling such number of additional shares equal to the product obtained by multiplying ( i ) the total number of additional shares for which the underwriters exercise their option pursuant to section 3 hereof and ( ii ) a fraction, the numerator of which is the number of additional shares set forth opposite such selling shareholder ’ s name in schedule i hereto under the heading “ additional shares ” and the denominator of which is the total number of additional shares. the firm shares and the additional shares are hereinafter collectively referred to as the “ shares. ” the
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exhibit 10. 13 202254010267 at tech systems llc limited liability company name limited liability company name 2311 e locust ct ontario, ca 91761 initial street address of principal office of llc principal address 2311 e locust ct ontario, ca 91761 initial mailing address of llc mailing address attention desheng wang 2311 e locust ct ontario, ca 91761 agent for service of process agent name agent address purpose statement the purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the california revised uniform limited liability company act. one manager management structure the llc will be managed by additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this filing. electronic signature by signing, i affirm under penalty of perjury that the information herein is true and correct and that i am authorized by california law to sign. desheng wang 12 / 29 / 2022 organizer signature date state of california office of the secretary of state articles of organization ca limited liability company california secretary of state 1500 11th street sacramento, california 95814 # # # - # # # - # # # # b1357 - 3160 12 / 29 / 2022 10 : 16 am received by california secretary of state page 1 of 1 for office use only - filed - file no. : 202254010267 date filed : 12 / 29 / 2022
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exhibit 10. 7 [ this is a translation into english of the official dutch version of the articles of association of a public company with limited liability under dutch law. definitions included in article 1 below appear in the english alphabetical order, but will appear in the dutch alphabetical order in the official dutch version. in the event of a conflict between the english and dutch texts, the dutch text shall prevail. ] articles of association [ company name ] n. v. as adopted by a deed of amendment to the articles of association executed before [ notary ], civil law notary in amsterdam, on [ date ]. 1. definitions and interpretation 1. definitions and interpretation 1. 1. 1in these articles of association the following definitions shall apply : 1. 1in these articles of association the following definitions shall apply : 1. 1 in these articles of association the following definitions shall apply : " article " means an article of these articles of association. " board " means the company's board of directors. " board rules " means the internal rules applicable to the board, as drawn up by the board. " ceo " means the company's chief executive officer. " chairman " means the chairman of the board, who may, at the discretion of the board, be awarded the title of " executive chairman ". " company " means the company to which these articles of association pertain. " dcc " means the dutch civil code. " director " means a member of the board. " executive director " means an executive director. " general meeting " means the company's general meeting. " group company " means an entity or partnership which is organisationally connected with the company in an economic unit within the meaning of section 2 : 24b dcc. " indemnified officer " means a current or former director or such other current or former officer or employee of the company or its group companies as designated by the board. " meeting rights " means with respect to the company, the rights attributed by law to the holders of depository receipts issued for shares with a company's cooperation, including the right to attend and address a general meeting. " non - executive director " means non - executive director. " person " means a natural person, partnership, company, corporation, association with or without legal personality ( rechtspersoonlijkheid ), cooperative, mutual insurance society, foundation or any other entity or body which operates externally as an independent unit or organization
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exhibit 10. 1 brphotonics produtos optoeletronicos ltda. nire 35. 2. 28048795 cnpj / mf 19. 455. 907 / 0001 - 73 1ª alteracao do contrato social pelo presente instrumento particular, as partes abaixo indicadas : fundacao cpqd - centro de pesquisa e desenvolvimento em telecomunicacoes, pessoa juridica de direito privado sem fins lucrativos, com sede na rua dr. ricardo benetton martins s / nº, parque polo ii de alta tecnologia, municipio de campinas, estado de sao paulo, cep 13086 - 510, inscrita no cnpj / mf sob o nº. 02. 641. 663 / 0001 - 10, com estatuto social registrado no primeiro cartorio de registro civil de pessoa juridica de campinas - sp, microfilmado sob o nº. 5529 em 23 / 12 / 2004, neste ato representada pelo seu presidente, sr. helio marcos machado graciosa, brasileiro, casado, engenheiro, crea nº. 19. 370 - 0, com endereco profissional no municipio de campinas, estado de sao paulo, na rua dr. ricardo benetton martins s / nº, parque polo ii de alta tecnologia, cep 13086 - 510, portador da cedula de identidade rg nº. 1. 995. 913 - 9 - ssp / rj e inscrito no cpf / mf sob o nº. 239. 045. 427 - 53 ; julio cezar rodrigues martorano, brasileiro, divorciado, pesquisador de telecomunicacoes, portador da cedula de identidade rg nº. 9. 962. 500 ( ssp - sp ) e inscrito no cpf / mf sob nº. 081. 561. 288 - 50, com endereco profissional no munic
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exhibit 3 ( i ) exhibit 4 ( i ) articles of incorporation of the peoples holding company we, the undersigned natural persons of the age of twenty - one years or more, acting as incorporators of a corporation under the mississippi business corporation act, adopt the following articles of incorporation for such corporation : first : the name of the corporation is the peoples holding company. second : the period of its duration is ninety - nine ( 99 ) years. third : the specific purpose or purposes for which the corporation is organized stated in general terms are : to exercise all powers of a bank holding company registered with the board of governors of the federal reserve system under the bank holding company act of 1956, as amended, and to engage in all banking and non - banking activities allowed for a bank holding company under state and federal law. fourth : the aggregate number of shares which the corporation shall have authority to issue is six hundred thousand ( 600, 000 ) shares of common stock, all of one class, having a par value of ten dollars ( $ 10. 00 ) each. fifth : the corporation will not commence business until consideration of the value of at least one thousand dollars ( $ 1, 000. 00 ) has been received for the issuance of shares. sixth : provisions granting to shareholders the preemptive right to acquire additional or treasury shares of the corporation are : none. seventh : the capital stock of the corporation may be issued for valid corporate purposes upon authorization by the board of directors of the corporation without prior stockholder approval. eighth : the street and post office address of its initial registered office is p. 0. box 709, 209 troy street, tupelo, mississippi 38801, and the name of its initial registered agent at such address is e. c. neelly, iii. ninth : the number of directors constituting the initial board of directors of the corporation is seventeen ( 17 ), and the names and street and post office addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify are : name street and post office address george f. adams 520 west jackson street tupelo, mississippi 38801 john a. barron 1344 mapleview drive west point, mississippi 38821 edward c. bourland 806 mcalpine drive amory, mississippi 38821 w. l. dunlap 518 magnolia tupelo, mississippi 38801 john l.
1,515
master_agreement
exhibit 4. 12 ( multicurrency - cross border ) international swap dealers association, inc. master agreement dated as of may 10, 2005 have entered and / or anticipate entering into one or more transactions ( each a transaction ) that are or will be governed by this master agreement, which includes the schedule ( the schedule ), and the documents and other confirming evidence ( each a confirmation ) exchanged between the parties confirming those transactions. accordingly, the parties agree as follows : 1. interpretation ( a ) definitions. the terms defined in section 14 and in the schedule will have the meanings therein specified for the purpose of this master agreement. ( b ) inconsistency. in the event of any inconsistency between the provisions of the schedule and the other provisions of this master agreement, the schedule will prevail. in the event of any inconsistency between the provisions of any confirmation and this master agreement ( including the schedule ), such confirmation will prevail for the purposes of the relevant transaction. ( c ) single agreement. all transactions are entered into in reliance on the fact that this master agreement and all confirmations form a single agreement between the parties ( collectively referred to as this agreement ), and the parties would not otherwise enter into any transactions. 2. obligations ( a ) general conditions. ( i ) each party will make each payment or delivery specified in each confirmation to be made by it, subject to the other provisions of this agreement. ( ii ) payments under this agreement will be made on the due date for value on that date in the place of the account specified in the relevant confirmation or otherwise pursuant to this agreement, in freely transferable funds and in the manner customary for payments in the required currency. where settlement is by delivery ( that is, other than by payment ), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant confirmation or elsewhere in this agreement. ( iii ) each obligation of each party under section 2 ( a ) ( i ) is subject to ( 1 ) the condition precedent that no event of default or potential event of default with respect to the other party has occurred ( b ) change of account. either party may change its account for receiving a payment or delivery by giving notice to the other party at least five local business days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a
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master_agreement
master agreementbetween ownerand nelson engineering, inc. c17072r1 expansion to 90 mgydakota ethanol llcnovember 30, 2017 master agreementbetween ownerand nelson engineering, inc. c17072r1 expansion to 90 mgydakota ethanol llcnovember 30, 2017 master agreementbetween ownerand nelson engineering, inc. c17072r1 expansion to 90 mgydakota ethanol llcnovember 30, 2017 master agreementbetween ownerand nelson engineering, inc. master agreement between owner and nelson engineering, inc. c17072r1 expansion to 90 mgydakota ethanol llc c17072r1 expansion to 90 mgy dakota ethanol llc november 30, 2017 november 30, 2017 1 table of contents article 1 - definitions and terminology....................................................................................... 3 article 2 - work........................................................................................................................................... 7 article 3 - the project.............................................................................................
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master_agreement
exhibit 10. 1 master agreement this master agreement ( the " agreement " ) effective as of the 30th day of september 2017 ( the " effective date " ), is entered into by and between teo, inc., a nevada corporation ( " teo " ) and teo foods, inc., a nevada corporation ( the " teo foods " ). teo and teo foods may hereinafter be referred to individually as a " party " and collectively as the " parties ". recitals whereas, teo holds intellectual property it wishes to license to teo foods so that teo foods can produce and sell food products utilizing the teo proprietary advanced food pasteurization / sterilization systems, the teo graphic logo and name. whereas, teo will utilize information obtained from the product development and production to adjust, revise, modify or otherwise improve its equipment, processes and procedures. whereas, teo foods will utilize information obtained from the development and production to develop product formulations which may benefit from the application of teo's advanced pasteurization / sterilization systems and provide a competitive advantage in the marketplace. now therefore, in consideration of the mutual promises and covenants of this agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows : article 1 : goals and objectives the parties each have a strong desire to improve the quality and safety of food products through the use of teo's advanced sterilization systems. both teo´ and teo foods desire to generate revenue through the sale of food products prepared utilizing these advanced food pasteurization / sterilization systems. both teo and teo foods desire to take advantage of the teo technology to produce high quality shelf stable & refrigerated food products ; maintaining a competitive advantage in the marketplace through continuous improvement and innovation utilizing these advanced processes. article 2 : contributions of the parties teo shall initially provide non - exclusive use of one of its advanced pasteurization / sterilization systems. once production levels reach a three - month average level where annual use / royalty and service fees payable to teo from food sales that will exceed $ 250, 000, teo foods shall lease its own production system from teo at reasonable terms to be negotiated in good faith by the parties. subject to the parties'mutual agreement on the necessary details / logistics, teo´ shall provide
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master_agreement
appendix a master agreement by and among prudential select life insurance company of america *, wilton reinsurance bermuda limited, annuity and life reassurance america, inc., and annuity and life reassurance, ltd. august 10, 2005 * to be renamed wilton reassurance company. not affiliated with the prudential insurance company of america. a - 1 master agreement this master agreement ( “ agreement ” ), dated as of august 10, 2005, is entered into by and among prudential select life insurance company of america, a minnesota insurance company ( to be renamed wilton reassurance company ) ( “ wilton america ” ), wilton reinsurance bermuda limited, a bermuda insurance company ( “ wilton bermuda ” and, together with wilton america, the “ retrocessionaires ” ), annuity and life reassurance america, inc., a connecticut insurance company ( “ alr america ” ), and annuity and life reassurance, ltd., a bermuda insurance company ( “ alr bermuda, ” and, with alr america, each a “ company ” and together the “ companies ” ). whereas, the companies are the reinsurers or retrocessionaires under the treaties ( as defined herein ) ; and whereas, the companies desire to transfer, assign, cede and retrocede, as the case may be, their contractual rights, interests, liabilities, obligations and risks under the treaties and the ancillary agreements ( as defined herein ) to the retrocessionaires, and the retrocessionaires desire to purchase, acquire, assume and reinsure such contractual rights, interests, liabilities, obligations and risks pursuant to the terms of the coinsurance agreements ( as defined herein ) and to seek novations of the treaties to the retrocessionaires on the terms stated herein ; and whereas, the retrocessionaires wish for the companies to provide certain administrative and support services with respect to the treaties for a period of time and, thereafter, the retrocessionaires shall undertake and assume full responsibility for such administrative and support services pursuant to the provisions of the coinsurance agreements ; and whereas, in connection with any approvals that the companies or their affiliates must obtain from their respective security holders in connection with the transactions contemplated by this agreement, the retrocessionaires and certain significant shareholders of alr holdings ( as defined herein ) have entered into certain
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master_agreement
delaware limited liability company by : / s / marcel verbaas name : marcel verbaas title : svp delaware limited liability company by : / s / marcel verbaas name : marcel verbaas title : svp delaware limited liability company by : / s / marcel verbaas name : marcel verbaas title : svp delaware limited liability company by : / s / marcel verbaas name : marcel verbaas title : svp delaware limited liability company by : / s / marcel verbaas name : marcel verbaas title : svp delaware limited liability company by : / s / marcel verbaas name : marcel verbaas title : svp
1,520
master_agreement
exhibit 10. 9 exhibit 10. 9 master agreement 1. parties 1. parties 1. parties 1. 1. the parties to this master agreement ( this “ agreement ” ) made as of june 9, 2017 ( “ effective date ” ) are : 1. 1. the parties to this master agreement ( this “ agreement ” ) made as of june 9, 2017 ( “ effective date ” ) are : 1. 1. the parties to this master agreement ( this “ agreement ” ) made as of june 9, 2017 ( “ effective date ” ) are : 1. 1. 1. viacom media networks, a division of viacom international inc., a delaware corporation located at 1515 broadway, new york, ny 10036 ( “ vmn ” ) ; and 1. 1. 1. viacom media networks, a division of viacom international inc., a delaware corporation located at 1515 broadway, new york, ny 10036 ( “ vmn ” ) ; and 1. 1. 1. viacom media networks, a division of viacom international inc., a delaware corporation located at 1515 broadway, new york, ny 10036 ( “ vmn ” ) ; and 1. 1. 2. super league gaming, inc., a delaware corporation located at 2906 colorado ave., santa monica, ca 90404 ( “ slg ” ). 1. 1. 2. super league gaming, inc., a delaware corporation located at 2906 colorado ave., santa monica, ca 90404 ( “ slg ” ). 1. 1. 2. super league gaming, inc., a delaware corporation located at 2906 colorado ave., santa monica, ca 90404 ( “ slg ” ). 1. 2. slg and vmn shall each be a “ party ” and collectively shall be the “ parties ” to this agreement. 1. 2. slg and vmn shall each be a “ party ” and collectively shall be the “ parties ” to this agreement. 1. 2. slg and vmn shall each be a “ party ” and collectively shall be the “ parties ” to this agreement. 2. recitals 2. recitals 2. recitals 2. 1. vmn owns and operates a basic cable children ’ s programming service known as nickelodeon. 2. 1. vmn owns and operates a basic cable children ’ s programming service known
1,521
master_agreement
exhibit 10. 1 master agreement between helix energy solutions group, inc. and cal dive international, inc. dated, 2006 exhibit 10. 1 master agreement between helix energy solutions group, inc. and cal dive international, inc. dated, 2006 table of contents page article i definitions 2 1. 1 certain definitions 2 1. 2 other terms 8 article ii the separation 9 2. 1 transfer of cal dive assets ; assumption of cal dive liabilities 9 2. 2 cal dive assets 10 2. 3 cal dive liabilities 11 2. 4 termination of agreements 13 2. 5 governmental approvals and consents ; delayed transfer assets and liabilities 14 2. 6 novation of assumed cal dive liabilities 15 2. 7 novation of liabilities other than cal dive liabilities 16 2. 8 transfers of assets and assumption of liabilities 16 2. 9 transfer of excluded assets by cal dive ; assumption of excluded liabilities by helix 17 2. 10 disclaimer of representations and warranties 18 article iii intercompany transactions as of the closing date 19 3. 1 time and place of closing 19 3. 2 closing transactions 19 3. 3 amended and restated certificate of incorporation and amended and restated bylaws 20 3. 4 the initial public offering 20 3. 5 proceeds of initial public offering 20 3. 6 rescission 21 article iv financial and other information 21 4. 1 financial and other information 21 4. 2 agreement for exchange of information ; archives 28 4. 3 ownership of information 29 4. 4 compensation for providing information 29 4. 5 record retention 30 - i - table of contents page article i definitions 2 1. 1 certain definitions 2 1. 2 other terms 8 article ii the separation 9 2. 1 transfer of cal dive assets ; assumption of cal dive liabilities 9 2. 2 cal dive assets 10 2. 3 cal dive liabilities 11 2. 4 termination of agreements 13 2. 5 governmental approvals and consents ; delayed transfer assets and liabilities 14 2. 6 novation of assumed cal dive liabilities 15 2. 7 novation of liabilities other than cal dive liabilities 16 2. 8 transfers of assets and assumption of liabilities 16 2. 9 transfer of excluded assets by cal dive ; assumption of excluded liabilities by helix 17 2. 10 disclaimer of representations and warranties 18 article iii intercompany transactions as of the closing date 19 3. 1 time and place of closing 19 3. 2 closing transactions 19 3
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exhibit 10. 28 june 17, 2010 mr. curt byers vice president, secondary marketing manager homestreet bank 601 union street, suite 2000 seattle, wa 98101 re : master agreement # : ma10042083 master commitment # : m10042083 seller / servicer # : 727808 dear mr. byers : enclosed is one original master agreement and master commitment together with any applicable attachments. in order to accept and confirm the terms of freddie mac ’ s offer, you must sign the original master agreement signature page in the space provided and then fax or email that page by july 9, 2010 to : freddie mac attention : ms. cynthia knox, contracting specialist fax : 571 # # # - # # # - # # # # email : * * * @ * * * if the master agreement signature page is not executed and returned by the date specified, then freddie mac ’ s offer contained in the master agreement, at freddie mac ’ s option, will be null and void. if you have any questions, please contact your account manager, ms. jennifer kennelly at ( 206 ) # # # - # # # - # # # # or your deal & contract manager, ms. linda stone at ( 213 ) # # # - # # # - # # # #. / s / paul mullings enclosures ck / 727808 _ mamc10042083 _ homestreet bank / ljse - 84nnfh / jk master agreement this master agreement # ma10042083 ( this “ agreement ” ) dated as of june 17, 2010, ( the “ agreement date ” ) is made by and between freddie mac and homestreet bank, seller / servicer # 727808 ( “ seller ” ). this master agreement incorporates the provisions of the freddie mac single - family seller / servicer guide ( the “ guide ” ), and supplements the guide. unless otherwise specified, the terms and conditions described in this agreement shall apply to mortgages sold by seller under a master commitment that incorporates this agreement by reference. this agreement does not entitle seller to sell or obligate freddie mac to purchase mortgages unless they have entered into a master commitment incorporating the terms of this agreement. master agreement amount : $ 200 million effective date for delivery : june 22, 2010 required delivery date : may 31, 2011 overpurchase tolerance
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exhibit 10. 2 exhibit 10. 2 master agreement among cumulus media new holdings inc., vertical bridge reit, llc, and vb nimbus, llc dated as of august 7, 2020 1 1 1 table of contents table of contents pagearticle 1definitions2section 1. 1certain defined terms2section 1. 2construction21section 1. 3assignments ; transfers of certain assets and liabilities21article 2contribution, conveyance / grant of leasehold, subleasehold or other interest and consideration22section 2. 1organizational actions ; preliminary transfers22section 2. 2initial closing transactions23section 2. 3items excluded from transaction24section 2. 4as is, where is25section 2. 5closing place and dates25section 2. 6subsequent closings ; contributions to a secondary sale subsidiary26section 2. 7preparation of closing documents27section 2. 8prorating of expenses28section 2. 9recordation ; signage28section 2. 10taxes29section 2. 11integrated transactions32section 2. 12allocation of consideration between cumulus collocation space and available space32article 3procedure for sites32section 3. 1closing consideration determination32section 3. 2payment of initial closing date consideration33section 3. 3subsequent closing payments33section 3. 4form of consideration33section 3. 5adjustments to closing initial consideration and subsequent closing consideration33article 4other procedures for sites34section 4. 1assignable sites34section 4. 2certain procedures with respect to identifying and curing exceptions36section 4. 3excluded sites ; cumulus parties ’ cure rights37section 4. 4dispute resolution38section 4. 5special zoning sites39section 4. 6casualty sites39section 4. 7material site title issue or material site non - compliance issue arising prior to the applicable closing date40section 4. 8non - assignable sites41article 5representations and warranties of the cumulus parties42section 5. 1organization42section 5. 2authority ; enforceability ; no conflicts42section 5. 3title to property44section 5. 4real property45section 5. 5personal property45 pagearticle 1defin
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exhibit 10. 14 master agreement by and between mpi research, inc. ( hereinafter referred to as mpi ) mattawan, michigan and phage biotechnology corporation ( hereinafter referred to as the sponsor ) tustin, california notice : this document contains company confidential and / or proprietary information belonging to mpi and the sponsor. none of the information may be copied, transmitted or communicated in whole or in part to any third party without the written consent of the parties. i. definitions • the master agreement outlines the general terms of the contract between mpi and the sponsor. • the services agreement details the specific terms for each study of the contract between mpi and the sponsor. this includes the billing schedule for the study. • the protocol is a detailed description of the study as required in the applicable good laboratory practices regulations. ii. work to be done and costs mpi agrees to carry out the study ( ies ) for the sponsor according to the written protocol ( s ). the protocol ( s ) are attached as exhibit a to the services agreement addendum and are incorporated herein by reference. for performing this ( these ) study ( ies ), mpi shall receive the sums indicated on the services agreement addendum for each study performed for the sponsor. in the performance of this agreement, mpi shall comply with all applicable u. s. laws, ordinances, rules and regulations, whether federal, state or local. mpi affirms that it is registered with the usda as a laboratory conducting research on laboratory animals and that all conditions of animal care and testing will conform to the animal welfare act. mpi is an aaalac accredited facility and mpi warrants that, to the best of its knowledge, it is currently in compliance with and that it will, to the best of its ability, remain in compliance with and fulfill all governmental requirements regarding applicable good laboratory practices. master agreement phage biotechnology corporation page 2 iii. confidentiality mpi agrees that it shall not disclose to any third party any information concerning the study ( ies ) or any data derived therefrom that it obtains during the course of its performance of this agreement without the prior written consent of the sponsor. appropriately authorized regulatory officials will be provided access to study information upon request, and mpi will notify the sponsor immediately upon the regulatory official ’ s request. this obligation shall survive the cancellation or the termination of this agreement. mpi agrees
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exhibit 10. 5 master agreement this master agreement ( the “ agreement ” ), dated 05 / 31 / 2021, is between compute north llc ( “ compute north ” ) and edgemode inc. ( “ customer ” ). in consideration of the promises set forth below, the parties agree as follows : 1. services. subject to the terms and conditions of this agreement, compute north shall provide, and customer shall pay for, the colocation, managed and other services ( the “ services ” ) for customer ’ s equipment ( the “ equipment ” ) identified on the order form attached hereto as exhibit a, as may be updated in writing and duly signed by customer and compute north from time to time ( the “ order form ” ). compute north shall provide the services consistent with, and as more fully described in, its customer handbook ( the “ customer handbook ” ), available at www. computenorth. com / handbook - sla. pdf and incorporated herein, as compute north may update from time to time in is sole discretion. 1. services. subject to the terms and conditions of this agreement, compute north shall provide, and customer shall pay for, the colocation, managed and other services ( the “ services ” ) for customer ’ s equipment ( the “ equipment ” ) identified on the order form attached hereto as exhibit a, as may be updated in writing and duly signed by customer and compute north from time to time ( the “ order form ” ). compute north shall provide the services consistent with, and as more fully described in, its customer handbook ( the “ customer handbook ” ), available at www. computenorth. com / handbook - sla. pdf and incorporated herein, as compute north may update from time to time in is sole discretion. 1. services. subject to the terms and conditions of this agreement, compute north shall provide, and customer shall pay for, the colocation, managed and other services ( the “ services ” ) for customer ’ s equipment ( the “ equipment ” ) identified on the order form attached hereto as exhibit a, as may be updated in writing and duly signed by customer and compute north from time to time ( the “ order form ” ). compute north shall provide the services consistent with, and as more fully described in, its customer handbook ( the “ customer handbook ” ), available at www. computenorth. com / handbook - sla. pdf and incorporated herein, as
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exhibit 10. 3 execution copy confidential portions of this exhibit have been omitted and filed separately with the securities and exchange commission with a request for confidential treatment pursuant to rule 24b - 2 under the securities exchange act of 1934, as amended. the location of an omitted portion is indicated by an asterisk within brackets ( “ [ * ] ” ). master agreement by and among msp technology ( u. s. ) company llc, msp singapore company, llc, schering corporation, schering - plough corporation, and merck & co., inc. dated as of december 18, 2001 exhibit 10. 3 execution copy confidential portions of this exhibit have been omitted and filed separately with the securities and exchange commission with a request for confidential treatment pursuant to rule 24b - 2 under the securities exchange act of 1934, as amended. the location of an omitted portion is indicated by an asterisk within brackets ( “ [ * ] ” ). master agreement by and among msp technology ( u. s. ) company llc, msp singapore company, llc, schering corporation, schering - plough corporation, and merck & co., inc. dated as of december 18, 2001 table of contents page article i defined terms 1 section 1. 1. interpretation 1 section 1. 2. definitions 1 section 1. 3. headings 19 section 1. 4. intent of the parties 19 article ii the eclafe transactions 19 section 2. 1. the emea 19 section 2. 2. canada 27 section 2. 3. latin america 30 section 2. 4. far east 30 section 2. 5. amendment of prior agreements and s - p eclafe license agreements 34 section 2. 6. certain contract manufacturing agreements 37 section 2. 7. toll packaging rights 37 article iii management 39 section 3. 1. worldwide oversight committee 39 section 3. 2. management of the emea 40 section 3. 3. management of canada 47 section 3. 4. management of latin america 47 section 3. 5. management of the far east – co - marketing countries 49 section 3. 6. management of the far east board countries 51 article iv good faith efforts ; other matters 55 section 4. 1. commercially reasonable good faith efforts 55 section 4. 2. certain expenses 55 section 4. 3. trademarks 56 section 4. 4. non - compete 61 section 4. 5. unilateral termination of board country agreements 61 article v dispute resolution,
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exhibit 10. 2 addendum no. 1 to master agreement ( hereinafter “ agreement ” ) dated the 4th day of april, 2006 by and between tower group, inc., a delaware corporation ( “ tgi ” ), tower insurance company of new york ( “ ticny ” ), a new york corporation, and tower national insurance company ( “ tnic ” ) a massachusetts corporation, ( collectively “ tower ” ) and castlepoint holdings, ltd. ( “ cph ” ), a bermuda exempted corporation, and castlepoint management corp., ( “ cpm ” ), a delaware corporation ( collectively “ castlepoint ” ). together tgi and cph are referred to as the “ parties ”. recitals whereas, tgi and cph have concluded that it is in their best interests to prepare an addendum number 1 ( “ addendum ” ) to the agreement to provide : a. a revision to each of the applicable existing and proposed intercompany agreements to make ticny the sole tgi owned company that is a participant to the various pooling and reinsurance agreements, in view of tower ’ s planned acquisition of additional operating companies ; and b. clarification on the parties ’ intentions regarding mutual annual termination provisions added, at the recommendation of the new york insurance department, to the three quota share reinsurance agreements between ticny, tnic and castlepoint reinsurance company, ltd. ( “ cpre ” ) after the agreement was executed april 4, 2006 ; and c. an adjustment to the amount ceded under the brokerage business quota share reinsurance agreement, and revised procedures surrounding how the amount reinsured under this agreement is adjusted ; and d. adjustments to the traditional program business quota share reinsurance agreement to eliminate the provision for a sliding ceding commission based on loss ratio and replace it with a sharing of expenses and losses, revise the amount of business that may be ceded and the amount of business that will be ceded by tower to cpre, and revise procedures surrounding how the amount reinsured under this agreement is adjusted and allow for the termination of the traditional program business quota share reinsurance agreement when the traditional program business pool is operational ; and e. an acknowledgement that the three pooling agreements initially contemplated by the agreement will, at the recommendation of the new york insurance department, be separated and reconstituted as ( i ) three pooling agreements and ( ii ) three pool
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exhibit 10. 1 exhibit 10. 1 execution version master agreement to resolve jccp no. 4861 private party claims this master agreement to resolve jccp no. 4861 private party claims ( the “ agreement ” ) is entered into by and between ( i ) defendant southern california gas company, ( ii ) defendant sempra energy, and ( iii ) the plaintiff law firms listed on the signature pages hereto under the heading “ plaintiffs ’ counsel ” ( each individual law firm, a “ plaintiffs ’ counsel firm, ” and such firms collectively “ plaintiffs ’ counsel ” ) on behalf of their respective eligible plaintiffs ( as defined below ). defendants ( as defined below ) and plaintiffs ’ counsel, on behalf of all eligible plaintiffs they represent, are referred to herein collectively as the “ parties ” and individually as a “ party. ” 1. preamble preamble this master agreement to resolve jccp no. 4861 private party claims provides for the resolution of all causes of action, disputes, claims and allegations asserted by plaintiffs in individual actions in the judicial council coordination proceeding no. 4861 in the los angeles superior court ( “ jccp ” ). pursuant to the terms set forth herein, and subject to the satisfaction, or waiver by the defendants ( in defendants ’ sole and absolute discretion ), of the conditions precedent as set forth herein, defendants shall pay up to one billion eight hundred million dollars ( $ 1, 800, 000, 000 ) in full and final settlement of all claims of all eligible plaintiffs. the final settlement amount shall be determined based on the number of releasors. 2. definitions definitions 2. 1the term “ action ( s ) ” shall refer to the lead case captioned william gandsey, et al., v. southern california gas company, et al., los angeles superior court ( “ lasc ” ) case no. bc601844, and all complaints or cases brought on behalf of eligible plaintiffs which are identified on attachment b that have been coordinated in judicial council coordination proceeding no. 4861 titled “ southern california gas leak cases ”. this agreement excludes and is inapplicable to the complaints or cases filed by developer plaintiffs, property class plaintiffs and business class plaintiffs, the proposition 65 plaintiffs, and the shareholder derivative cases, all as set forth on attachment c. the term “ 2. 2the term “ agency proceedings ” shall mean any proceedings overseen by the california public utilities
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exhibit 10. 4 certain confidential portions of this exhibit, marked by brackets, were omitted because those portions are not material and would be competitively harmful to the company if publicly disclosed. master agreement between alnylam pharmaceuticals, inc. and regeneron pharmaceuticals, inc. dated as of april 8, 2019 table of contents article 1 definitionsarticle 2 collaboration management2. 1 joint steering committee2. 2 general provisions applicable to the jsc2. 3 sub - committees and working groups2. 4 discontinuation of participation on the jsc2. 5 alliance manager2. 6 license agreements and co - co collaboration agreementsarticle 3 development and regulatory3. 1 overview3. 2 collaboration targets ; commencement of programs3. 3 research term ; research term extension ; research term tail ; discontinuance of programs3. 4 development activities3. 5 development costs3. 6 information exchange3. 7 records and reports3. 8 material transferarticle 4 license agreements and co - co collaboration agreements4. 1 delivery of program data package4. 2 selection of a lead candidate4. 3 eye programs4. 4 liver programs and cns programs4. 5 entering into license agreements and co - co collaboration agreements4. 6 no encumbrances4. 7 license agreements and co - co collaboration agreements4. 8 c5 agreements4. 9 delay for merger control filing4. 10 [ * * * ] article 5 grant of rights5. 1 grants to regeneron5. 2 grants to alnylam5. 3 sublicenses5. 4 no implied license ; retention of rights5. 5 in - license agreements5. 6 confirmatory patent license5. 7 exclusivity5. 8 rights in bankruptcy5. 9 [ * * * ] article 6 payments6. 1 upfront payment6. 2 equity agreements6. 3 costs generally6. 4 regeneron research funding payments article 1 definitionsarticle 2 collaboration management2. 1 joint steering committee2. 2 general provisions applicable to the jsc2. 3 sub - committees and working groups2. 4 discontinuation of participation on the jsc2. 5 alliance manager2. 6 license agreements and co - co collaboration agreementsarticle 3 development and regulatory3. 1 overview3. 2 collaboration targets ; commencement of programs3. 3 research term ; research term extension ; research term tail ; discontinuance of programs3. 4 development activities3. 5 development
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exhibit 10. 10 master agreement this master agreement by and between exiservice holdings, inc. ( “ provider ” ), a corporation registered in delaware and located at 350 park avenue, 10th floor, new york, ny 10022, and dell products l. p., a texas limited partnership, located at one dell way, round rock, texas 78682 is effective as of november 1, 2002, ( “ effective date ” ). this master agreement and any schedules, addenda, exhibits, and attachments, as so identified and agreed, shall be hereinafter collectively referred to as the “ agreement. ” 1. introduction this agreement sets forth the terms and conditions under which dell products l. p. and dell computer corporation ’ s ( “ dcc ” ) subsidiaries and affiliates ( hereinafter collectively referred to as “ dell ” ) shall purchase products and / or services from provider ( the “ products ” ). for the purpose of this agreement, products include any software and / or documentation accompanying the sale of the product, or any necessary deliverables provided in performance of the services. the terms and conditions of this agreement shall apply to all purchase orders ( dell po ( s ) ” ) issued by dell for the purchase of products. 2. term the initial term of this agreement shall be three ( 3 ) years beginning on the effective date. this agreement will automatically renew for additional successive one - year terms unless one party informs the other of its intent to let the agreement expire one hundred and eighty ( 180 ) days before the end of the then - current term. 3. payment 3. 1 unless otherwise agreed in writing, all payments shall be stated ( and payments made ) in united states dollars and are exclusive of applicable sales, use or similar taxes for which dell shall be obligated to pay provider. dell will have no liability for any taxes based on provider ’ s net assets or income or for which dell has an appropriate resale or other exemption. all invoices for products provided to dell will be accumulated, upon receipt, for a period from the 16th day of a month to the 15th day of the following month ( the “ accumulation period ” ). [ * ] 3. 2 provider acknowledges and agrees that dell has the right to withhold any applicable taxes from any royalties or other payments due under this agreement if required by any government authority. 3. 3 provider represents and warrants that the prices for products shall be
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exhibit 2. 10 exhibit 2. 10 master agreement in santiago, chile, as of september 10, 2020 ( the “ effective date ” ), this master agreement ( this “ agreement ” ) is made and entered into as by and among, ( a ) laureate international, b. v., a private limited liability company ( besloten vennoostschap ) incorporated according to the laws of the netherlands, chilean tax identification number 59, 085, 750 - 5 ; laureate i, b. v., a private limited liability company ( besloten vennoostschap ) incorporated according to the laws of the netherlands, chilean tax identification number 59, 085, 740 - 8 ; and servicios regionales universitarios le, s. c., a company ( sociedad civil ) incorporated according to the laws of mexico, chilean tax identification number 59, 294, 380 - 8 ( collectively, the “ controlling entities ” ), all represented by mr. rick sinkfield and domiciled for this purposes at avenida kennedy 5454, oficina 904, las condes, santiago, chile ; and ( b ) fundacion educacion y cultura, a chilean non - for - profit foundation, tax identification number 53, 334, 445 - 3, represented by mr. jorge selume zaror, both domiciled for this purpose in av. andres bello 2711, piso 8, las condes, santiago, chile ( “ fundacion ” ) ; recitals : whereas, the controlling entities are wholly owned subsidiaries of laureate education, inc. ( “ laureate ” ), a public benefit corporation incorporated in accordance with the laws of the state of delaware, united states of america ; whereas, through the controlling entities, laureate controls several educational institutions in chile, some of which are non - for - profit universities and others are for - profit professional institutes, all in accordance with the law of higher education, as defined below ; whereas, fundacion is a chilean non - for - profit foundation, whose sole members are sociedad educacional ses and sociedad educacional gundemara ; whereas, the controllers of sociedad educacional ses and sociedad educacional gundemara are respectively mr. jorge selume zaror and mr. juan antonio guzman molinari, both of which have substantial experience
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to sell mortgages under this master agreement, lender and fannie mae must also enter into one or more master conversions. in addition, depending on whether lender will be delivering mortgages under one of fannie mae ’ s cash purchase programs ( negotiated or standard ) or under fannie mae ’ s mbs program, lender and fannie mae will also need to enter into the appropriate cash commitments or mbs pricing confirmations for mbs contracts. it is not a federally - insured institution or an affiliate or subsidiary of a federally - insured institution. lender may deliver mortgages originated under the initiative in accordance with the following : mbs guaranty fee and buyup / buydown information the appropriate special feature code ( “ sfc ” ) as indicated below must be entered on the schedule of mortgages ( form 2005 ) or loan schedule ( form 1068 ), as applicable. special initiatives borrower income limitations are not applicable, however, in neighborhoods that qualify as fannieneighbors® locations ; fannieneighbors locations are specified in the selling guide. ( a geocoding service is currently available on fannie mae ’ s web site, www. efanniemae. com, to assist lenders in determining whether a particular property is in an eligible fannieneighbors area. ) for non - du manual underwriting, or manual underwriting that results from a du finding of other than “ approve / eligible ” or “ approve / ineligible, ” lender must evaluate the borrower ’ s credit history using any one of the four options set forth below : mortgage insurance requirements for smc eligible mortgages : individual loan mortgage insurance coverage is required as follows ; coverage may be provided by any eligible mortgage insurer ( i. e., the mortgage insurer for non - smc mortgages is not limited to the insurer ( s ) specified above for smc eligible mortgages ) : note : smc eligible mortgages and non - smc mortgages may not be delivered under the same pool purchase contract ( if delivered under mbs delivery ), or under the same seller / servicer branch no. ( if delivered under cash delivery ). 16. homebuyer education for all mortgages originated under these terms and conditions, lender is required to enter special feature code “ 481 ” on the loan schedule ( form 1068 ) or schedule of mortgages ( form 2005 ). for cash
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exhibit 10. 1 master agreement this agreement is dated june 26, 2015 ( the “ agreement ” ) between : ( 1 ) fuzhou honglong ocean fishery co., ltd., a company incorporated under the laws of china and having its office at floor 17th, fujian galaxy garden hotel, # 243, wusi road, fuzhou, prc ( “ seller ” ) ; and ( 1 ) fuzhou honglong ocean fishery co., ltd., a company incorporated under the laws of china and having its office at floor 17th, fujian galaxy garden hotel, # 243, wusi road, fuzhou, prc ( “ seller ” ) ; and ( 1 ) fuzhou honglong ocean fishery co., ltd., a company incorporated under the laws of china and having its office at floor 17th, fujian galaxy garden hotel, # 243, wusi road, fuzhou, prc ( “ seller ” ) ; and ( 2 ) pingtan marine enterprise ltd., a company incorporated under the laws of the cayman islands and having its office at 18 / f, zhongshan building a, no. 154 hudong road, fuzhou, prc 350001 ( “ buyer ” ) ( the seller and the buyer together, the “ parties ” ). ( 2 ) pingtan marine enterprise ltd., a company incorporated under the laws of the cayman islands and having its office at 18 / f, zhongshan building a, no. 154 hudong road, fuzhou, prc 350001 ( “ buyer ” ) ( the seller and the buyer together, the “ parties ” ). ( 2 ) pingtan marine enterprise ltd., a company incorporated under the laws of the cayman islands and having its office at 18 / f, zhongshan building a, no. 154 hudong road, fuzhou, prc 350001 ( “ buyer ” ) ( the seller and the buyer together, the “ parties ” ). whereas : ( a ) the seller is the sole legal and beneficial owner of each of the vessels ( as defined below ). ( a ) the seller is the sole legal and beneficial owner of each of the vessels ( as defined below ). ( a ) the seller is the sole legal and beneficial owner of each of the vessels ( as defined below ). ( b ) the seller has agreed to sell, and the buyer has agreed to buy, each of the vessels. ( b ) the seller has agreed to sell, and the buyer has agreed to
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exhibit 10. 1 master agreement this agreement ( “ agreement ” ) is dated as of june 30, 2011 by and among advanced bioenergy, llc, a delaware limited liability company ( “ abe ” ), clean energy capital, llc, a delaware limited liability company ( “ cec ” ), ethanol investment partners, llc, a delaware limited liability company ( “ eip ” ), ethanol capital partners, lp – series r, a delaware limited partnership, ethanol capital partners, lp – series t, a delaware limited partnership, ethanol capital partners, lp – series v, a delaware limited partnership, and tennessee ethanol partners, lp, a delaware limited partnership ( each limited partnership is referred to as a “ cec partnership ” and collectively the “ cec partnerships ” ; and the cec partnerships and eip are collectively referred to as the “ cec obligors ” ). recitals : whereas, pursuant to a settlement agreement dated as of june 30, 2011, ( as defined in section 11 of this agreement ), abe and cec have settled all open issues related to ( i ) pending arbitration against abe brought by revis l. stephenson iii, a former officer of abe, ( “ stephenson arbitration ” ) ; ( ii ) litigation brought by stephenson against cec and scott brittenham ( “ brittenham ” ), a director of abe and an officer of cec ( the “ stephenson lawsuit ” ) ; and ( iii ) the payment of legal fees by abe in satisfaction of the claims for indemnification in the stephenson lawsuit by brittenham ; whereas, under the terms of the settlement agreement, ( i ) abe agreed to pay $ 3. 4 million to stephenson, and ( ii ) cec in its capacity as general partner of the cec partnerships and as sole manager of eip agreed that the cec obligors will jointly and severally reimburse abe for $ 450, 000 of the $ 3. 4 million ; and whereas, abe has agreed to pay legal fees and costs of brittenham and cec in the stephenson lawsuit, and the cec obligors have agree to reimburse abe for a portion of these legal fees and costs. now, therefore, in consideration of the foregoing, abe, cec and the cec obligors hereby agree as follows : 1. payment by abe to stephenson. abe agrees that it will pay stephenson $ 3. 4 million pursuant to the settlement agreement.
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exhibit 10. 15 master agreement by and between - mr. gora seck, a citizen of the republic of senegal, born in kaolack ( republic of senegal ) on 7 june 1964, residing in avenue nelson mandela, atlantis building 8th floor, dakar, republic of senegal ( hereinafter the “ transferor ” ) and - agro industries corp, an exempted company incorporated in the cayman islands with limited liability with registered office in ground floor, dms house, 20 genesis place, dr. roy ’ s drive, george town, grand cayman, po box 1103 kyi1102, cayman islands, duly represented by chris narborough ( hereinafter the “ transferee ” ) and - tampieri financial group s. p. a., a limited company incorporated under italian law with registered office in via granarolo 177 / 3, faenza ( ra ), italy, duly represented by carlo tampieri / vaientina susanna gava / massimo campadese ( hereinafter “ tfg ” ) and - tampieri s. p. a., a limited company incorporated under italian law with registered office in via granarolo 177 / 3, faenza ( ra ), italy, duly represented by carlo tampieri / valentina susanna gava / massimo campadese ( hereinafter “ tampieri ” ) and - mr. davide tampieri, a citizen of the republic of italy, born in faenza ( ra ), italy, on 8 february 1974, residing in via della valle 1 / a, 48018 faenza ( ra ), italy ( hereinafter “ dt ” ) and - senhuile s. a., a limited company incorporated under the laws of the republic of senegal with registered office at richard toll, yetti yone, ngnith 32600 saint louis, republic of senegal, duly represented by mr. gora seck ( hereinafter the “ company ” ) ( the transferor, the transferee, tfg and dt hereinafter together referred to as the “ parties ” and individually also as a “ party ” ; tampieri and the company hereinafter together referred to as the “ further parties ” and individually also as a “ further party ” ; the parties and the further parties hereinafter together referred to as the “ signees ” and individually also as a “ sign
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exhibit 10. 1 master agreement this master agreement ( the “ agreement ” ) is made as of the 19 day of march, 2013 ( the “ effective date ” ), by and between evolucia lighting inc., a florida corporation with its principal office at 6151 lake osprey drive, third floor, sarasota, florida 34240 ( “ evolucia ” ) and sunovia energy technologies europe sp. z o. o., a polish corporation with its principal office at 09 - 402 płock, ul. chopina 46, poland ( “ sete ” ) ( each a “ party ” and collectively the “ parties ” ). recitals : whereas, evolucia, a subsidiary of evolucia inc. ( “ iled ” ), a public company which files reports with the securities and exchange commission under the securities exchange act of 1934, as amended, and is trading on the otc markets and otcbb under the symbol “ iled ”, is presently manufacturing, marketing, selling and distributing its led outdoor products containing its patented aimed opticstm technology ; whereas, the parties desire to structure a relationship whereby ( i ) a joint venture ( “ the joint venture ” ) will be established by evolucia and sete whereby evolucia will sell certain distribution and manufacturing rights to the joint venture and sete will buy from the joint venture these rights by itself or by evolucia distribution ( a wholly - owned subsidiary of sete, sete shall have the exclusive right to appoint any other subsidiary in place of evolucia distribution subject to prior written consent of the joint venture ) for an aggregate amount of eleven million dollars ( usd $ 11, 000, 000 ) as well as the required working capital for the joint venture, ( ii ) a distribution agreement will be entered between the joint venture and evolucia for the exclusive marketing and distribution of evolucia ’ s products within the territory ( as defined below ) with the right to transfer those exclusive rights by the joint venture to evolucia distribution a polish corporation, a wholly - owned subsidiary of sete, that will be established by sete after signing master agreement ( “ evolucia distribution ” ), ( iii ) a manufacturing agreement will be entered between evolucia and the joint venture for the exclusive manufacturing of evolucia ’ s products within the territory with the right to transfer this exclusive
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exhibit 10. 21 confidential material omitted and filed separately with the securities and exchange commission. asterisks denote such omissions. master agreement relating to the production of clarified goat ’ s milk containing recombinant human alpha fetoprotein by and between gtc biotherapeutics, inc. and merrimack pharmaceuticals, inc. september 9, 2005 this agreement ( the “ master agreement ” ) is made this 9th day of september, 2005 ( the “ effective date ” ), by and between merrimack pharmaceuticals, inc., a massachusetts corporation ( “ merrimack ” ) located at 101 binney street, cambridge, ma 02142 and gtc biotherapeutics, inc., a massachusetts corporation ( “ gtc ” ) located at 175 crossing boulevard, framingham, ma 01702. ( gtc and merrimack each individually a “ party ” and collectively the “ parties ” ). whereas, merrimack is a biotechnology company actively involved in the development of recombinant human alpha fetoprotein ) ; and whereas, gtc is a leader in the development of therapeutic proteins in the milk of transgenic animals ; and whereas, on may 11, 1999, merrimack ( then known as atlantic biopharmaceuticals, inc. ) and gtc entered into an agreement under which gtc was to conduct a mouse feasibility study of human alpha fetoprotein ( the “ may 1999 agreement ” ) ; and whereas, on february 12, 2001, merrimack and gtc entered into an agreement for the generation of goats transgenic for human alpha fetoprotein expressed in milk ( the “ february 2001 agreement ” and together with the may 1999 agreement, the “ initial agreements ” ) ; and whereas, on june 27, 2003, in order to more fully exploit the opportunities for the commercialization of transgenic rhafp, merrimack and gtc entered into the first definitive ( stage i ) agreement for the purpose of producing transgenic rhafp in the milk of transgenic animals for merrimack ’ s use in pre - clinical studies, clinical trials and commercial distribution, to be implemented in three stages through a series of definitive agreements between the parties ( the “ 2003 agreement ” ) ; and whereas, the 2003 agreement has been successfully completed to the satisfaction of the parties, and the parties wish to enter into this master agreement to provide for continued production of transgenic
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master agreement dated as of september 25, 2006, among : colombia goldfields ltd. ( “ cgl ” ), a delaware corporation ; and cia minera de caldas s. a. ( “ caldas ” ), a colombia corporation ; and gavilan minerales s. a. ( “ gavilan ” ), a colombia corporation ; and cia servicios logisticos de colombia ltda. ( “ syl ” ), a colombia corporation ; and rnc ( colombia ) limited ( “ rnc ” ), a belize corporation ; and chuck major ( “ major ” ), businessman, a resident of colombia ; whereas the parties hereto are and have been involved with each other in the gold - mining business in colombia, including acquiring, exploring and developing of mining properties, establishing required infrastructure and the financing of such activities ; and whereas the parties wish to reorganize and rationalize their relationships related to the foregoing by concluding the series of transactions set forth herein on or before september 26, 2006 ( the “ closing date ”, as same may be extended by written agreement of all of the parties, acting reasonably ), each of which transaction, unless specifically noted otherwise herein or in a separate document entered into among all of the parties, is dependent upon the completion of the other transactions and any such transaction that closes prior to the completion of the other transactions being closed in escrow pending the completion of such other transactions ; now therefore witness that for good and valuable consideration, the receipt and sufficiency of which the parties hereto do hereby acknowledge, each to the other, the parties agree with each other as follows. 1. sale of shares of gavilan 1. 1 on or before the closing date, and subject to ( a ) cgl having satisfied its reasonable due diligence requirements ( including confirming that gavilan holds proper legal title to several properties abutting the marmato mountain ( “ marmato ” ) in western colombia ( the “ caramanta properties ”, a schedule setting forth their legal description being attached as schedule 1 hereto ), ( b ) cgl board of director approval and ( c ) compliance with any securities, regulatory or corporate laws to which any of cgl, gavilan or major is subject, major ( who is the owner of the majority of the gavilan shares ( defined 1. 1 1. 1 on or before the closing date, and subject to (
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exhibit 10. 234. 1 master agreement for overnight programming, use of digital capacity and public interest programming this master agreement for overnight programming, use of digital capacity and public interest programming ( the “ agreement ” ) is dated as of september 10, 1999 between the christian network, inc., a florida not - for - profit corporation, and paxson communications corporation, a delaware corporation ( “ pcc ” ), all of the persons ( as defined below ) which are on the date hereof or may from time to time become subsidiaries ( as defined below ) of pcc, including, without limitation, the subsidiaries listed on exhibit a hereto ( collectively, the “ pcc subsidiaries ” and collectively with pcc, “ pcc ” ). recitals a. pcc owns the television stations set forth on exhibit b hereto. b. pcc is entering into various agreements with the national broadcasting company, inc. ( “ nbc ” ) pursuant to which nbc is making an investment in pcc. in connection with the pcc - nbc agreements, the parties are entering into this agreement with the consent and approval of nbc. c. all parties to this agreement, including the licensees of the stations, acknowledge that cni has substantial experience and expertise in producing high quality broadcast television programming and public interest programming of both a commercial and non - commercial nature, including public affairs, children ’ s, instructional and educational programming, for nationwide distribution to television stations and that, since its inception as an owner and operator of television broadcast stations seven years ago, pcc has broadcast on its stations cni ’ s public interest programming pursuant to individual station affiliation agreements and the parties to this agreement, including the licensees of the stations acknowledge that such programming is instructional and educational and constitutes suitable programming in the public interest. d. the fcc imposes public interest obligations on all television stations requiring television stations to provide programming that meets the public interest, convenience and necessity, address community issues with responsive programming, provide three hours weekly of children ’ s educational programming, and adhere to the restrictions on the airing of indecent programming. exhibit 10. 234. 1 master agreement for overnight programming, use of digital capacity and public interest programming this master agreement for overnight programming, use of digital capacity and public interest programming ( the “ agreement ” ) is dated as of september 10, 1999 between the christian network, inc., a florida not - for - profit corporation, and paxson communications corporation, a delaware
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exhibit 10. 1 confidential treatment requested master agreement dated as of february 29, 2012 between general motors holdings llc and peugeot s. a. master agreement dated as of february 29, 2012, between : ( 1 ) general motors holdings llc, a delaware limited liability company with headquarter at renaissance center, detroit, mi 48265, usa ( “ gmh ” ) ; ( 1 ) ( 1 ) general motors holdings llc, a delaware limited liability company with headquarter at renaissance center, detroit, mi 48265, usa ( “ gmh ” ) ; general motors holdings llc, a delaware limited liability company with headquarter at renaissance center, detroit, mi 48265, usa ( “ gmh ” ) ; and ( 2 ) peugeot s. a., a french societe anonyme with headquarter at 75 avenue de la grande armee, 75116 paris, france ( “ psa ” ). ( 2 ) ( 2 ) peugeot s. a., a french societe anonyme with headquarter at 75 avenue de la grande armee, 75116 paris, france ( “ psa ” ). peugeot s. a., a french societe anonyme with headquarter at 75 avenue de la grande armee, 75116 paris, france ( “ psa ” ). for the purposes of this master agreement ( this “ agreement ” ), each of gmh and psa and their respective successors and permitted assigns are referred to as a “ party ” and all of the parties are collectively referred to herein as the “ parties ”. whereas : ( a ) on november 10, 2011, the parties entered into a memorandum of understanding concerning the development and production of a low - cost small car for emerging markets. ( a ) ( a ) on november 10, 2011, the parties entered into a memorandum of understanding concerning the development and production of a low - cost small car for emerging markets. on november 10, 2011, the parties entered into a memorandum of understanding concerning the development and production of a low - cost small car for emerging markets. ( b ) the parties share the same strategic intent and now contemplate establishing a global and comprehensive strategic alliance with the objective to have joint access to the best platforms within the scope of the alliance ( as defined below ) at worldwide level. the alliance has the objective to share capital expenditure and r & d investments in order to generate substantial savings both in the near term
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september 30, 2002 october 30, 2002 november 30, 2002
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exhibit 10. 1 master agreement dated august 20, 2004 otto ( gmbh & co kg ) otto freizeit und touristik gmbh travelocity. com lp travelocity gmbh kommanditgesellschaft travel overland flugreisen gmbh & co. travelocity holdings gmbh contents clause page 1. restructuring of 2001 joint venture and sale of the business in france, uk and scandinavia 2 2. funding arrangements 2 3. condition precedents 3 4. closing 4 5. rescission 5 6. interim period 5 7. further undertakings 6 8. further assurance 6 9. statements of the parties 7 10. confidentiality 7 11. costs and expenses 7 12. final provisions 7 clause clause page page 1. 1. restructuring of 2001 joint venture and sale of the business in france, uk and scandinavia restructuring of 2001 joint venture and sale of the business in france, uk and scandinavia 2 2 2. 2. funding arrangements funding arrangements 2 2 3. 3. condition precedents condition precedents 3 3 4. 4. closing closing 4 4 5. 5. rescission rescission 5 5 6. 6. interim period interim period 5 5 7. 7. further undertakings further undertakings 6 6 8. 8. further assurance further assurance 6 6 9. 9. statements of the parties statements of the parties 7 7 10. 10. confidentiality confidentiality 7 7 11. 11. costs and expenses costs and expenses 7 7 12. 12. final provisions final provisions 7 7 this agreement is made in hamburg the 20. august 2004 between ( 1 ) otto ( gmbh & co kg ) ( otto ) having its corporate seat in hamburg, germany, registered with the commercial register of the local court of hamburg under hra 62024 ; and ( 2 ) otto freizeit und touristik gmbh ( oft ) having its corporate seat in hamburg, germany, registered with the commercial register of the local court of hamburg under hrb 53725 ; and ( 3 ) travelocity. com lp ( travelocity ) having its corporate seat in southlake, texas, usa ; and ( 4 ) travelocity gmbh ( tvl gmbh ), having its corporate seat in munich, germany, registered with the commercial register of the local court of munich under hrb 141895 ; and ( 5 ) kommanditgesellschaft travel overland flugreisen gmbh & co ( teu partnership ), having its corporate seat in munich,
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exhibit 10. 1 certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed. google maps master agreement 1. services. services 1. 1provision of services. after the parties complete and execute an order form, ( a ) google will provide the services to customer in accordance with the agreement, including the slas, and ( b ) customer may use the services in accordance with the applicable services schedule. provision of services 1. 2compliance with law. each party will comply with all laws and regulations applicable to its provision, receipt, or use of the services, as applicable. compliance with law 2. customer obligations. customer obligations 2. 1consents. customer is responsible for any consents and notices from end users in accordance with applicable data protection law to allow : ( a ) customer to access, monitor, use, or disclose any data submitted through customer applications ; and ( b ) google to provide the services. consents 2. 2compliance. compliance ( a ) customer compliance. customer will ( i ) ensure that customer and all end users ’ ( except unauthenticated end users ’ ) use of the services complies with the agreement, ( ii ) use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the services, and ( iii ) promptly notify google of any unauthorized use of, or access to, the services of which customer becomes aware ( except by unauthenticated end users ). in addition to the foregoing, customer will not authorize end users to use the services in a manner inconsistent with the terms of this agreement, and will take reasonable steps to ensure end users are complying with such terms. customer compliance ( b ) unauthenticated end users. customer will ( i ) use commercially reasonable efforts to restrict unauthenticated end users ’ use of the services to comply with the agreement by employing industry standard security and authorization measures to its customer applications and external products, and ( ii ) promptly notify google of any regular and consistent pattern of unauthorized use of, or access to, the services by unauthenticated end users of which customer becomes aware. if customer notifies google of regular and consistent pattern of unauthorized access by unauthenticated end users, then parties will meet in good faith to discuss options to reduce the risk for the services under this agreement. unauthenticated end users 2. 3use
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master agreement the parties party a : penglai city gold mining holding co. limited legal representative : fuan zhang address : no. 53 dengzhou road, penglai, shandong, prc party b : penglai xinguan investment limited legal representative : jianxi yang address : wenshitang village east, cunliji town, penglai, shandong, prc as of : 1. party a is a prc company holding the state license to engage in the gold industry in china. cunliji gold mine ( “ the subject asset ” ) is a legally owned asset of party a. party a intends to cooperate with party b on the operation of cunliji gold mine. 1. 1. 2. party b has reached a consensus with party a concerning the clause ( 1 ) : in accordance with the principle of willingness, fairness and trustworthiness, party a and party b entered into the following agreement on may 4, 2009 : 2. 1 both parties agree that party a shall lease cunliji gold mine to party b upon signing of this agreement. party b is entitled to acquire the subject asset in full amount on condition that the average daily ore production amount of the subject asset has reached 80 tons or more for the whole year 2010, and the subject asset has obtained iso certification or equivalent on or before january 3, 2011. 2. 2 party b agrees to pay a rental deposit of rmb20m to party a within 10 working days upon signing of this agreement and such amount shall be used as the initial payment upon acquisition of the subject asset by party b. party a shall return the rental deposit in full amount to party b in the case that the conditions under clause ( 2. 1 ) are not fulfilled. both parties shall sign legal documents to confirm the details of the lease and the acquisition of the subject asset. 3. party a agrees that party b shall keep the gold concentrates before transporting to the smelter during leasing period. party b shall have the right to choose the smelter. 3. 3. 4. matters not covered in this agreement shall be discussed in a supplementary agreement. 4. party a : penglai city gold mining holding co. limited legal / authorized representative : / s / fuan zhang name : fuan zhang party b : penglai xinguan investment limited legal / authorized representative : / s / jianxi yang name : jianxi yang
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if to omnicare : omnicare 1600 rivercenter ii 100 rivercenter boulevard covington, ky 41011 attention : law department if to ghc : genesis healthcare corporation 101 east state street kennett square, pa 19348 attention : chief executive officer attention : law department oxygen concentrator $ 28. 00 ( per month ) plexus low air loss mattress $ 9. 50 / day
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yellowcake mining inc. 720 – 999 west broadway, vancouver, british columbia v5z 1k5 ( 604 ) 685 - 4048 re : termination of master agreement and lease and option agreements re : termination of master agreement and lease and option agreements yours truly, yellowcake mining inc. / s / william j. tafuri william j. tafuri president, chief executive officer and chief financial officer
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exhibit 10. 10 1 1 1 2 2 2 3 3 3 4 4 4 5 5 5 6 6 6 7 7 7 8 8 8 9 9 9
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exhibit 10. 08 executive benefit plan master agreement this executive benefit master agreement is established this 1st day of february 2000, by anna ’ s linen company of santa ana, california, a corporation organized and existing under the laws of the state of california ; hereinafter referred to as “ corporation ”, and certain select key employees ; hereinafter referred to as “ key executive ”, who shall elect to become a party to this master agreement by execution of a joinder agreement in a form provided by corporation. key executives have now and for years past faithfully served the corporation and the board of directors by resolution has declared that their services have been of exceptional merit ; in excess of compensation paid and an invaluable contribution to the profits and position of corporation in its field of business activity. key executive desires to irrevocably reduce certain amounts of future compensation under a deferred compensation arrangement hereunder with the corporation under which he will receive certain payments upon disability, retirement or, death benefits to the key executive ’ s named beneficiaries in the event of premature death while employed by corporation. corporation further agrees to provide contributions for benefits, as above described, through a salary continuation arrangement under such terms as will be later - defined. accordingly, it is to the mutual benefit of both the corporation and the key executives that the employment relationship continue ; and based upon the key executives ’ services performed in the past and those to be performed in the future, corporation agrees to provide the following executive benefits : i. article one – definitions a. normal retirement date : the normal retirement date shall mean retirement from service with the corporation which becomes effective on the first day of the calendar month following the later of the month in which the key executive reaches his 65th birthday, or ten ( 10 ) years of participation in the plan. b. termination of service : termination of service shall mean severance of key executive ’ s employment with corporation for any cause which occurs prior to key executive ’ s retirement other than by death or disability. 1 ii. article two – employment a. employment : corporation agrees to employ key executive in such capacity as the corporation may from time to time determine with such duties, responsibilities and compensation as determined by the board of directors. key executive agrees to remain in the corporation ’ s employment, to devote his full time and attention exclusively to the business of the corporation and to use his best efforts to provide faithful and satisfactory service to corporation. employment services shall include temporary
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exhibit 10. 2 master agreement by and among zoll medical corporation rev acquisition corporation and revivant corporation august 13, 2003 master agreement index section 1. closing 1. 1. execution of agreements 1. 2. time and place of closing 1. 3. escrow of merger documents 1. 4. legend on shares 1. 5. further assurances section 2. representations and warranties of the company 2. 1. organization, good standing and qualification 2. 2. capitalization 2. 3. subsidiaries 2. 4. authorization 2. 5. valid issuance of securities 2. 6. consents 2. 7. litigation 2. 8. employee and consultant agreements 2. 9. intellectual property 2. 10. compliance with other instruments 2. 11. agreements ; action 2. 12. no conflict of interest 2. 13. rights of registration and first offer 2. 14. corporate documents 2. 15. title to property and assets 2. 16. employee benefit plans 2. 17. tax returns and payments 2. 18. insurance 2. 19. labor agreements and actions 2. 20. environmental regulations 2. 21. permits 2. 22. financial statements 2. 23. changes 2. 24. product regulatory review 2. 25. required voting percentage 2. 26. disclosure section 3. covenants of the company 3. 1. making of covenants and agreements 3. 2. conduct of business 3. 3. investor access to the company 3. 4. transfer of shares 3. 5. cooperation of the company i 3. 6. cofunding requirement 3. 7. proprietary agreements 3. 8. tax matters section 4. representations and warranties of the investor 4. 1. making of representations and warranties 4. 2. organization of investor 4. 3. authority of investor 4. 4. finder ’ s fee section 5. covenants of the investor 5. 1. indication of interest 5. 2. merger of surviving corporation section 6. conditions to closing of the merger 6. 1. exercise of the option to purchase the company 6. 2. undertakings of company upon exercise 6. 3. release from escrow 6. 4. effect of termination section 7. indemnification section 8. miscellaneous 8. 1. fees and expenses 8. 2. governing law 8. 3. notices 8. 4. entire agreement 8. 5. assignability ; binding effect 8. 6. captions and gender 8. 7. execution in
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master agreement entered into by and between nn europa aps sundkrogsade 5 dk 2100 copenhagen denmark ( hereinafter referred to as “ supplier ” ) and schaeffler kg industriestrasse 1 - 3 91074 herzogenaurach germany acting for itself and on behalf of the companies located in the federal republic of germany in which they or their respective shareholders individually or collectively, directly or indirectly hold a majority interest ( hereinafter referred to as “ customer ” ) ( each a “ party ” ; both, the “ parties ” ) page 1 of 17 © 2006 schaeffler kg, all rights reserved level : 07 / 2006 © 2006 schaeffler kg, all rights reserved level : 07 / 2006 level : 07 / 2006 1. subject matter of master agreement 1. 1. subject matter of master agreement 1. 1 this master agreement shall govern supplier's long - term obligation to supply customer with certain products ( hereinafter the “ contract products ” ) and the rights and obligations of the parties associated therewith. 1. 1 1. 1 this master agreement shall govern supplier's long - term obligation to supply customer with certain products ( hereinafter the “ contract products ” ) and the rights and obligations of the parties associated therewith. 1. 2 all agreements and transactions of the parties shall be governed exclusively by the following terms and conditions. the application of supplier's general terms and conditions or customer's general purchasing conditions is hereby expressly excluded. the terms and conditions of this master agreement shall apply even when not expressly referenced in the applicable purchase order or scheduling agreement, and even when the supplier or customer refers to general terms and conditions and the other party fails to expressly object to the incorporation of these terms and conditions. 1. 2 all agreements and transactions of the parties shall be governed exclusively by the following terms and conditions. the application of supplier's general terms and conditions or customer's general purchasing conditions is hereby expressly excluded. the terms and conditions of this master agreement shall apply even when not expressly referenced in the applicable purchase order or scheduling agreement, and even when the supplier or customer refers to general terms and conditions and the other party fails to expressly object to the incorporation of these terms and conditions. 1. 2 1. 2 all agreements and transactions of the parties shall be governed exclusively by the following terms and conditions. the application of supplier's
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exhibit 10. 20 [ * * * * * ] = pursuant to item 601 ( b ) ( 10 ) of regulation s - k, portions of this exhibit have been omitted as the registrant has determined that certain confidential information contained in this document, marked by brackets, has been omitted because it is both ( i ) not material and ( ii ) the type of information that the company treats as private and confidential. october 10, 2022 surf air mobility, inc. 12111 crenshaw boulevard hawthorne, ca 90250 usa re : master agreement ladies and gentlemen : this master agreement ( this “ agreement ” ) is intended to summarize the principal terms of the agreements between jetstream aviation capital, llc ( “ lessor ” ) and the lessee as articulated herein ( the “ lessee ” ) regarding the sale of certain aircraft specified herein and / or the assignment of purchase rights by the lessee ( or an affiliated entity controlled by lessee ) to the lessor and lease by the lessor to the lessee of such aircraft specified below ( each a “ transaction, ” and collectively, the “ transactions ” ) each pursuant to a separate binding sale and purchase agreement for each individual aircraft ( a “ sale agreement ” ) and, in connection therewith, a separate binding lease agreement for each individual aircraft ( a “ lease agreement ” ) ( collectively, the “ transaction documents ” ). the effective date of this agreement refers to the first trading date of shares of common stock of lessee or its affiliate on a united states national securities exchange ( which, for the avoidance of doubt, may occur following a business combination with a special purpose acquisition company, or spac ) and provided that lessee has consummated its merger with southern airways express, llc ( “ operator ” ). it is the intention of the parties that the aircraft will be leased to, and operated by, the operator and / or its affiliates. the terms and conditions herein are not intended to be exhaustive and are intended only to summarize the principal terms of the transactions. lessor and lessee individually are referred to herein individually as a “ party ” and, collectively as the “ parties ”. the transaction documents will reflect the following terms : lessor : jetstream aviation capital, llc and / or its affiliates and / or successors and / or assigns ( “ lessor ” ). lessee : surf air mobility inc. and / or its affiliates and
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master agreement this master agreement ( this “ agreement ” ) is made and entered into as of july 17, 2003, between brunswick corporation, a delaware corporation ( “ brunswick ” ), fountain powerboat industries, inc., a nevada corporation ( “ fpii ” ), fountain powerboats inc., a north carolina corporation ( the “ company ” ), and reginald m. fountain, jr. ( “ rmf ” ). recitals the company, a wholly - owned subsidiary of fountain powerboat industries, inc. ( “ fpii ” ), is in the business of manufacturing, selling, distributing and marketing high - performance boats ( the “ business ” ) using, in large part, mercury outboard, inboard and sterndrive engines ( “ mercury engines ” ). the company is obtaining certain loans intended to enable the company to achieve financial stability and to grow and maintain the business, and brunswick is willing to guarantee such loans and to enter into an exclusive supply agreement for mercury engines with the company. in addition, rmf will give brunswick the option to acquire the shares of and options to acquire shares of fpii owned by rmf, and fpii will grant brunswick options to acquire certain shares of fpii. in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties agree as follows : article 1 definitions 1. 1 definitions. the following terms shall have the meanings set forth herein for the purposes of the transactions described in this agreement : “ affiliate ” of any person shall mean any corporation, proprietorship, partnership or business entity which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such person, including such person ’ s subsidiaries ; except that any non - marine / powerboat entity of rmf shall not be an affiliate hereunder. “ bank ” shall mean the bank of america, n. a. “ bank collateral ” shall mean ( a ) all of the assets of the company and its subsidiaries, including accounts, inventory, equipment, fixtures, general intangibles, investment property and real estate, and ( b ) the real estate owned by rmf that currently secures the ge notes. “ bank liabilities ” shall mean all obligations of the company to the bank under or in connection with the loan documents, including for principal, interest, fees, costs and expenses, breakage costs and indemnities
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savient pharmaceuticals, inc. by : / s / philip k. yachmetz name : philip k. yachmetz title : senior vice president — corporate strategy & general counsel ferring international centre sa by : / s / dr. peter wilden name : dr. peter wilden title : director by : / s / [ illegible ] name : [ illegible ] title : director ferring international b. v by : / s / dr. peter wilden name : dr. peter wilden title : director ferring pharmaceuticals inc. by : / s / wayne c. anderson name : wayne c. anderson title : president ferring holdings s. a. by : / s / [ illegible ] name : title :
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master agreement this master agreement ( this “ agreement ” ), dated effective as of august 19, 2008 ( the “ effective date ” ), is made by and among eugene science inc., a delaware corporation ( “ eugene ” ) ; kip biotech, llc, a delaware limited liability company ( “ kip ” ) ; onbio corporation, a republic of korea corporation ( “ onbio ” ) ; seung - kwon noh ( “ noh ” ) ; asa opportunity fund l. p., a delaware limited partnership, bradley rotter, zhonghua chen, scott choi, kang du ( collectively, the “ lenders ” ) and benton h. wilcoxon ( “ wilcoxon, ” collectively with the lenders, “ creditors ” ). witnesseth : whereas on or about august 24, 2007, the lenders and summitbridge national investments llc ( “ summitbridge ” ) advanced funds to eugene under the terms of that certain note and warrant purchase agreement ( the “ purchase agreement ” ) and were issued notes ( the “ notes, ” collectively, with the purchase agreement, the “ loan documents ” ) and warrants ( the “ warrants ” ) in connection therewith ; whereas wilcoxon has purchased the note held by summitbridge ; whereas eugene is in the business of developing, manufacturing, and marketing nutraceuticals ; whereas eugene would like to terminate the loan documents and extinguish any rights, obligations, and conditions related thereto ; whereas onbio, which is related to and a shareholder in eugene and intends to merge with eugene, has agreed to transfer certain patents related to a composition enriched in diglyceride with conjugated linoleic acid to eugene in exchange for good and valuable consideration provided by eugene ; and whereas creditors, through kip ( a newly formed entity owned by creditors ), desire to exploit on a worldwide basis the products and intellectual property developed by eugene for the benefit of eugene and kip. now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows : article i. definitions as used in this agreement, the following terms shall have the meanings set forth below : 1. 01 “ competing products ” means any and all products that compete in any market in any territory with licensed products, as defined herein, but which do not employ or are not produced by the practice of inventions described in any claim in any issued patent included
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exhibit 10. 4 master agreement this master agreement, effective as of december 15, 2010 ( the “ effective date ” ), is entered by and between oxygen biotherapeutics, inc., with its principal place of business at 2530 meridian parkway, suite 3078, durham, nc 27713 ( “ obi ” ) and dermacyte switzerland ltd. with a place of business located at etzelbiickstrasse i, 8834 schindellegi, switzerland ( “ company ” ). whereas, obi is the owner of certain cosmetic products that it wishes to sell in europe ; and whereas, company desires to become the exclusive distributor of the obi cosmetic products in europe ; now, therefore, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree as follows : 1. definitions. 1. definitions. ( a ) “ cif ” stands for cost insurance freight and means cargo insurance and delivery of goods to the named port of destination is responsibility of obi, whether by ocean or air freight. ( a ) “ cif ” stands for cost insurance freight and means cargo insurance and delivery of goods to the named port of destination is responsibility of obi, whether by ocean or air freight. ( b ) “ ddu ” stands for delivery duty unpaid and means company is responsible for the import customs clearance and payment of customs duties and taxes. obi delivers the products to a specified location un - cleared for import, be it a port or terminal. company is then responsible for freight and all costs from that location to theirs. ( b ) “ ddu ” stands for delivery duty unpaid and means company is responsible for the import customs clearance and payment of customs duties and taxes. obi delivers the products to a specified location un - cleared for import, be it a port or terminal. company is then responsible for freight and all costs from that location to theirs. ( c ) " deliverables " means the number of units of product and other terms described in a purchase request ( c ) " deliverables " means the number of units of product and other terms described in a purchase request ( d ) “ government authority " means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the united states of america or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality
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exhibit 10. 45 master agreement for debt and equity restructure of city national plaza this master agreement for debt and equity restructure of city national plaza ( this “ agreement ” ) is made and entered into as of february 19, 2010, by and among the california state teachers ’ retirement system, a public entity ( “ calstrs ” ), cnp investor, llc, a delaware limited liability company ( “ cnp investor ” ), thomas properties group, l. p., a maryland limited partnership ( “ tpg ” ), tpg / calstrs, llc, a delaware limited liability company ( “ tpg / calstrs ” ), tpga, llc, a delaware limited liability company ( “ tpga ” ), tpg plaza investments, llc, a delaware limited liability company ( “ tpg plaza investments ” ), 505 flower associates, llc, a delaware limited liability company ( “ guarantor ” ), 515 / 555 flower junior mezzanine associates, llc, a delaware limited liability company ( “ junior mezzanine borrower ” ), 515 / 555 flower mezzanine associates, llc, a delaware limited liability company ( “ senior mezzanine borrower ” ), and 515 / 555 flower associates, llc, a delaware limited liability company ( “ mortgage borrower ” ). the capitalized terms used in this agreement, including without limitation any schedules, appendices and exhibits to this agreement, and not otherwise defined shall have the meanings given to such terms in exhibit “ a ”. recitals a. tpg / calstrs owns indirectly through a series of wholly owned subsidiaries ( the “ title holding subsidiaries ” ) that certain office complex commonly known as city national plaza, located at 505 – 555 south flower street, los angeles, california ( the “ project ” ). tpg and calstrs are the sole members of tpg / calstrs. the current ownership structure for the project is shown on exhibit “ b ” attached hereto. b. tpga is a title holding subsidiary directly and wholly owned by tpg / calstrs. c. tpg plaza investments is a title holding subsidiary directly and wholly owned by tpga. d. in connection with a prior restructure of the ownership of tpg plaza investments, tpg plaza investments entered into a financing arrangement with certain of its prior members referred to herein as the picerne / kings capital
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exhibit 10. 2 master agreement by and among maiden holdings, ltd., maiden reinsurance ltd. and enstar group limited dated as of march 1, 2019 table of contents page article idefinitions............................................................................................................. 1 article i article i definitions............................................................................................................. 1 definitions............................................................................................................. 1 section 1. 1definitions........................................................................................................... 1 section 1. 1 section
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exhibit 2. 1 * * * confidential treatment has been requested with respect to certain portions of this exhibit. omitted portions have been filed separately with the securities and exchange commission. master agreement by and between • stefano lodigiani, an italian citizen, born in piacenza ( pc ) on [ * * * ], with residence in [ * * * ] ; • claudio marcassa, an italian citizen, born in varese, on [ * * * ], with residence in [ * * * ] ; • nomec 92 s. r. l., an italian corporation, with registered office in venegono superiore ( va ), via g. cesare 39, registered in the companies register of varese, c. f. / vat # # # - # # # - # # # #, with a capital of euro 100, 000. 00, fully paid in, represented in this act by mr. enrico talamona in his capacity as chairman of the board of directors of the company duly authorized by virtue of the minutes of the board of directors of november 18, 1996 and confirmed by virtue of the minutes of the board of directors of march 31, 2003 ( hereinafter referred to as “ nomec ” ) ; • greencube s. r. l. an italian corporation, with registered office in seren del grappa ( bl ), via industries 18, registered in the companies register of belluno c. f. / vat 01104760259 with a capital of euro 10, 000. 00 of which euro 2, 500. 00 paid in, represented in this act by mr. michele de biasi in his capacity as president of the board of directors of the company duly authorized by virtue of the by - laws ( hereinafter referred to as “ greencube ” ) ; ( all the aforementioned, hereinafter also collectively referred to as “ purchasers ” ) ; - of the one part – and [ * * * ] - confidential portions of this document denoted by [ * * * ] have been redacted and filed separately with the securities and exchange commission. • orange 21 inc., a delaware corporation, with a registered office in delaware at the corporation trust company, 1209 orange street, wilmington, county of new castle, state of delaware, 19801, represented in this act by mr. angus stone douglass, in his capacity as the
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exhibit 10. 3 3039 e cornwallis rd research triangle park nc # # # - # # # - # # # # february 21, 2012 brocade communications systems, inc. 130 holger way san jose, ca 95134 - 1376 subject : amendment # 20 to statement of work # 4903rl1112 ( “ sow ” ) dated february 21, 2012 this amendment # 20 ( “ amendment ” ) to statement of work # 4903rl1112 ( “ sow ” ) adopts and incorporates by reference the terms and conditions of goods agreement # 4999ro0015 ( “ agreement ” ) by and between brocade communications systems, inc. ( “ brocade ” ) and international business machines corporation ( “ ibm ” ). the parties agree to amend the sow as follows. all other terms and conditions in the base agreement and sow shall remain in full force and effect. 1. replace section 11. 0 reserved of the sow in its entirety with the following : 11. 0 disaster recovery plan supplier shall maintain throughout the term of this sow a formal disaster recovery plan which covers supplier's ability to continue product shipment and maintain contracted commitments in the event of a disaster. 2. add “ product unique attachment 10 ” for “ brocade 16gb fibre channel switch module ” attached hereto to the end of attachment # 1 to the sow immediately after the existing product unique attachments. 3. add “ product unique attachment 11 ” for “ brocade 16gb dual - port fibre channel mezzanine adapter ” attached hereto to the end of attachment # 1 to the sow immediately after the existing product unique attachments. 4. add “ product unique attachment 12 ” for “ brocade 16gb fibre channel host bus adapter ” attached hereto to the end of attachment # 1 to the sow immediately after the existing product unique attachments. 5. replace “ attachment 6, product part numbers and pricing ” in its entirety with the attached “ attachment 6, product part numbers and pricing ”. the parties acknowledge that they have read this amendment, understand it, and agree to be bound by its terms and conditions. further, they agree that this amendment and the subject agreement are the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreements, oral or written, and all other communications between the parties relating to this subject. except as specifically provided for in the foregoing provisions
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exhibit 10. 2 ibm global technology services statement of work for ibm managed resiliency services — managed continuity prepared for exa corporation 55 network drive burlington, ma 01803 february 3, 2011 the information in this statement of work may not be disclosed outside of customer enterprise and may not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the services, provided that if a contract is awarded to ibm as a result of or in connection with the submission of this statement of work, customer will have the right to duplicate, use or disclose the information to the extent provided by the contract. this restriction does not limit the right of customer to use information contained in this statement of work if it is obtained from another source without restriction. ibm retains ownership of this statement of work. table of contents page 1. scope of work 4 2. facilities and hours of coverage 4 3. definitions 4 4. services 5 4. 1 project management services 5 4. 1. 1 ibm project management responsibilities 5 4. 1. 2 customer point of contact responsibilities 6 4. 1. 3 customer general responsibilities 7 4. 1. 4 mutual responsibilities 9 4. 2 services 10 4. 2. 1 ibm responsibilities 10 4. 2. 2 customer responsibilities 12 4. 3 optional internet access 14 5. service levels 16 5. 1 service level definitions 17 5. 2 power provision service level 17 5. 3 temperature service level 17 5. 4 humidity service level 17 5. 5 service level credits 18 5. 6 service level applicability 18 5. 7 service level credit limitations 18 5. 8 exclusions 19 6. completion criteria 19 7. contract period and termination 19 7. 1 continuation of services 19 7. 2 termination 20 8. changes 20 8. 1 changes to the services requested by customer 20 8. 2 changes to the services recommended by ibm 21 8. 3 changes to this sow 21 8. 3. 1 change control process 21 8. 3. 2 emergency change and exclusion 22 9. charges 23 9. 1 price changes 25 10. other terms and conditions 25 10. 1 conditions for provision of support services 25 10. 2 ibm - provided equipment and software 25 10. 3 license to use space 25 10. 4 security 25 10. 5 acceptable internet use policy 26 10. 6 liability 26 10. 7 regulatory services 26 7. 7. 1 7. 2 8. 8. 1 8. 2 8. 3 8. 3. 1 8.
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exhibit 10. 4 statement of work - infrastructure and support services 1. purpose this statement of work dated as of august 1, 2011 is entered into between helios and matheson information technology inc. ( hereinafter " hmny " ), having offices at 200 park avenue south suite # 901 ny 10003, helios matheson global services pvt ltd ( hmgs ), hmny ’ s wholly owned indian subsidiary and ionidea, inc. ( herein after " ionidea " ), having its offices located at 3933 old lee highway, suite 33b, fairfax, va 22030. the purpose of this statement of work is to set forth the services to be provided by ionidea. 2. term the services shall commence on the aug 1, 2011 and shall continue until july 31, 2012 ( " end date " ). hmny and ionidea may agree to extend this sow as mutually acceptable. 3. description of services – deliverable ionidea shall provide infrastructure and it support services to hmny. a few of the specified services may vary and evolve during the term of this agreement. ionidea shall be responsible for the primary services described as follows. 4. ion idea ’ s responsibilities > provide working environment in bangalore, india, for the hmny employees / team members. > provide working environment in bangalore, india, for the hmny employees / team members. > provide working environment in bangalore, india, for the hmny employees / team members. > ion idea ’ s team will interact closely with hmny staff to ensure these services are provided. > ion idea ’ s team will interact closely with hmny staff to ensure these services are provided. > ion idea ’ s team will interact closely with hmny staff to ensure these services are provided. > ionidea will provide desktops for each of the hmny team members. additional hardware, as listed in appendix 1 is the current list of includes servers and laptops provided to hmny by ionidea ( see attached appendix1 ). further hardware needs, apart from desktops are to be discussed and provided on mutual agreement on fully reimbursable basis. > ionidea will provide desktops for each of the hmny team members. additional hardware, as listed in appendix 1 is the current list of includes servers and laptops provided to hmny by ionidea ( see attached appendix1 ). further hardware needs, apart
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statement of work - estimate features analysis workshop statement of work - estimate features analysis workshop features analysis workshop © 2017, intellectsoft llc confidential and proprietary1 © 2017, intellectsoft llc confidential and proprietary1 © 2017, intellectsoft llc confidential and proprietary1 © 2017, intellectsoft llc confidential and proprietary 1 statement of work - estimate features analysis workshop statement of work - estimate features analysis workshop features analysis workshop the following statement of work to be agreed by the parties under this agreement in respect of any services requested by the client where applicable and agreed by the parties : intellectsoft llc and investment evolution crypto, llc this statement of work entered into between investment evolution crypto, llc and intellectsoft, llc. the terms and conditions at the end of this statement of work in full and any modifications to these terms and conditions should be included in this agreement. intellectsoft llc shall supply professional services in accordance with the work breakdown estimate to achieve the key milestones. project : cryptocurrency for remittances and consumer loans date : february 26, 2018 prepared for : paul mathieson, investment evolution crypto, llc prepared by : nick kurat, intellectsoft llc project : cryptocurrency for remittances and consumer loans project : cryptocurrency for remittances and consumer loans date : february 26, 2018 date : february 26, 2018 prepared for : paul mathieson, investment evolution crypto, llc prepared for : paul mathieson, investment evolution crypto, llc prepared by : nick kurat, intellectsoft llc prepared by : nick kurat, intellectsoft llc © 2017, intellectsoft llc confidential and proprietary2 © 2017, intellectsoft llc confidential and proprietary2 © 2017, intellectsoft llc confidential and proprietary2 © 2017, intellectsoft llc confidential and proprietary 2 statement of work - estimate features analysis workshop statement of work - estimate features analysis workshop features analysis workshop contact information intellectsoft llc investment evolution crypto, llc name : nick kurat product owner : paul mathieson email address : email address : title : director, blockchain lab title : ceo telephone number : telephone number : address : 721 colorado ave suite 101 palo alto, ca usa 94303 address : 3960 howard hughes parkway suite 490, las vegas, nv 89169 skype name : skype name : intellectsoft llc investment evolution crypto, llc intellectsoft
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project order # 1 statement of work # 1. 28 submitted by extranome, inc. 253 warren avenue fort lee, nj 07024 phone : 201 # # # - # # # - # # # # fax : 201 # # # - # # # - # # # # february 1, 2011 project order # 1 statement of work # 1. 28 submitted by extranome, inc. 253 warren avenue fort lee, nj 07024 phone : 201 # # # - # # # - # # # # fax : 201 # # # - # # # - # # # # february 1, 2011 statement of work # 1. 28 submitted by extranome, inc. 253 warren avenue fort lee, nj 07024 phone : 201 # # # - # # # - # # # # fax : 201 # # # - # # # - # # # # february 1, 2011 baeta corp – project order # 1 statement of work baeta corp – project order # 1 statement of work table of contents 1 statement of work 3 2 scope of work 3 3 expectations from vendor 5 4 expectations from client 5 5 intellectual property 5 6 change management 6 7 plan and schedule 6 8 pricing 6 9 terms and conditions 7 10 support files 7 1 statement of work 3 2 scope of work 3 3 expectations from vendor 5 4 expectations from client 5 5 intellectual property 5 6 change management 6 7 plan and schedule 6 8 pricing 6 9 terms and conditions 7 10 support files 7 extranime, inc proprietary – confidential extranime, inc proprietary – confidential page 2 of 7 baeta corp – project order # 1 statement of work page 2 of 7 page 2 of 7 page 2 of 7 baeta corp – project order # 1 statement of work 1 statement of work 1 statement of work 1 1 statement of work this statement of work for project order # 1 ( “ project order # 1 ” ) is made and entered into as of this 1st day of november 2008 ( the “ effective date ” ), by and between extranome inc. ( hereinafter referred to as " vendor " ), and baeta corp, ( hereinafter referred to as “ client ” ) ( collectively, the “ parties ” ). this project order # 1 is governed by the terms and conditions set forth herein and in the agreement # soft. 2 / 11012008 from november 1, 2008. in the event of a conflict between the
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exhibit 10. 27 first amendment to statement of work no. 1 under the independent contractor agreement this first amendment to statement of work no. 1 under the independent contractor agreement ( “ this amendment ” ) is made by and between barkbox, inc., having an office and place of business at 221 canal street, floor 2, new york, ny 10013 ( “ barkbox ” ) and prehype, llc, having an office and place of business at 221 canal street, floor 3, new york, ny 10013 ( “ contractor ” ). as used in this amendment, “ party ” means either barkbox or prehype, as the context requires, and “ parties ” means both barkbox and prehype. recitals barkbox and prehype entered into an independent contractor agreement on january 1, 2012 ( “ agreement ” ) and an associated statement of work no. 1 on january 1, 2012 ( “ sow ” ) pursuant to which prehype agreed to provide the services of henrik werdelin to barkbox ; and barkbox and prehype desire by this amendment to amend the sow as provided below. amendment now, therefore, in consideration of the mutual promises contained herein, the parties agree to the following terms : 1. unless stated or indicated otherwise in this amendment, capitalized terms herein shall have the meanings given to such terms in the agreement and sow. 2. section 1 of the sow is hereby amended as follows, effective january 1, 2012 : the following sentence is hereby added immediately following the first sentence of section 1 : “ the parties agree that, for the purposes of this sow and the agreement, that those certain invention and non - disclosure agreement and non - competition and non - solicitation agreement, both by and between barkbox and henrik werdelin, dated november 1, 2011, shall apply to the services provided hereunder by henrik werdelin in his capacity as an employee of contractor. ” 3. section 3 of the sow is hereby amended as follows, effective february 1, 2017 : the first sentence of section 3 is hereby deleted and replaced with the following sentence : “ the company shall pay contractor a services fee of $ 20, 450 per month, payable in arrears, no later than 30 days following barkbox ’ s receipt of invoice from contractor. ” page 1 of 2 exhibit 10. 27 first amendment to statement of work no.
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exhibit 10. 14
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exhibit 10. 30 exhibit a statement of work ( sow ) # 2 this statement of work ( " sow " ),. by and between mcorpcx, inc. ( previously named touchpoint metrics, inc. ) ( " company " ) and jamaica money market brokers. limited ( " client " ) is effective as of the later date signed below ( " sow effective date " ) and serves as client's approval for company to begin work on the project ( the " project " ) outlined in the mcorpcx october 17, 2014 protect plan for titled " the ideal state in - branch customer experience : a project plan for the jmmb group " ( " project plan " ), which is made part of this sow by reference, the scope of which is described therein and further referenced in the followmg : 1. agreement name : services agreement ( " agreement " ) 2. agreement date : august 25, 2014 3. project name : cx design and improvement : an end - to - end client journey 4. project start date : october 28, 2015 5. approvals : the authorized approval source for client is : lmani duncan - price 6. consulting services : ( a ) description of consulting services. company will apply its proven approach to and methodological system for customer experience management ( cem ) to assist and guide the client organization to define and improve the client experiences. the insights gained in and strategies defined by this engagement will help client to develop and consistently deliver easier, more relevant, enjoyable and effective interactions, resulting in predictable and delightful experiences for their customers at every stage of their journey. our approach will guide the joint identification of " as - is " ( current state ) experiences, as well as the design of " to be " ideal - state end - to - end journeys and development of an implementation framework for a single client persona. while major aspects of the background and framework in the originally proposed project plan ( including but not limited to brand, client experience and branch experience strategies ) remain valid, and are directly applicable to non - branch and other cross - channel experiences, we plan to follow the same basic work plan and provide the same basic deliverables as outlined in the project plan, incorporating the updated focus in phase 1 as defined below. • target audience - a single persona, based in jamaica • • target audience - a single persona, based in jamaica target audience - a single persona, based in jamaica •
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exhibit 1. 1 statement of work ( “ sow ” ) for an integrated complete solution based on the standard software proalpha between proalpha consulting gmbh, an der strusbek 8c, 22926 ahrensburg ( “ proalpha ” ) and exone gmbh, am mittleren moos 41, 86167 augsburg ( “ exone germany ” ) and the exone company, 127 industry boulevard, north huntingdon, pa 15642, usa ( “ exone usa ” ) - proalpha, exone germany and exone usa each a “ party ” and together the “ parties ” – - - exone germany and exone usa each a “ customer ” - page 1 of 20 this sow is based on the contract ( “ contract ”, appendix 1 ), as well as the general terms and conditions of proalpha ( “ t & c ”, appendix 2 ) and the other appendices to this sow. together, they form the agreement between the parties in relation to the provision of the deliverables referred to in this sow. in the event of inconsistency and conflicts between the sow, the contract and the t & c, this sow shall take precedence. sow, the contract and the t & c and the other appendices are collectively being referred to as “ agreement ”. terms initially capitalized and used in this sow but not defined herein shall have the meaning assigned to them in the contract or the t & c. 1. defintions “ deliverables ” shall mean all work and work results, including documentation, to be provided to the customer under this agreement, especially the standard software, the individualized and customized software and its functionality as agreed between the parties from time to time during the project on basis of appendix 4, the tisoware ( sec. 5. 1 ) as well as the services and works as set forth in the contract. “ milestones ” are the milestones described in detail in appendix 7. “ specifications ” the software specifications as set forth in appendix 4. “ standard software ” are the software programs stated in the contract and as further specified in appendix 3 of the agreement, as well as the software components marked with “ s ” under column e ( statement ) in appendix 4. update ” is the updating and appropriate modification of the standard software as decided by proalpha to meet new or changed technical and / or legal
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attachment number 1 – cbli sow w9113m - 10 - c - 0088 attachment number 1 – cbli sow w9113m - 10 - c - 0088 statement of work 2. 1 statement of work ( sow ) ( l. 3. 2. 1 ; m. 3. 2. 2. 1 ) dated august 10, 2010 ( amended june 23, 2011 ) 2. 1 2. 1 cleveland biolabs, inc. ’ s ( cbli ) lead product, cblb502, is currently being tested in phase 1b clinical trials. both preclinical and clinical evidence support cblb502 ’ s use to repair gastrointestinal ( gi ) damage from acute radiation syndrome ( ars ) and to restore the anatomic integrity and normal physiological functioning of the gi tract following radiation exposure. cbli is developing cblb502 as a post - exposure medical radiation countermeasure ( mrc ) in the treatment of ionizing radiation ( ir ) injury, specifically the gi subsyndrome of ars ( gi - ars ). further, our mrc will decrease incapacity of affected military forces following exposure to ir such that they can maintain operational effectiveness within a contaminated area, regardless of radiation source. the completed work items listed in the statement of objectives ( soo ) are included in this sow for completeness and are indicated in italic below. technology development phase cbli shall arrange for, supervise, and provide all the human resources, facilities and expertise to prepare, submit and maintain an ind for ars. these activities include, but are not limited to, the activities listed below. c. 3. 1. 1. cbli completed cgmp compliant ( 21 cfr part 210 and 211 ) small - scale manufacturing process development and qualification for cblb502 and currently manufactures cblb502 in a cgmp compliant manufacturing facility operated by synco bio partners n. v. two small - scale ( 5l ) consistency batches with purity > 96 % ( lots 09 - cob4 - 3040 - i01 and 09 - cob4 - 3040 - i02 ) were successfully manufactured in nov - dec 2009. c. 3. 1. 2. cbli successfully manufactured a cgmp compliant lot of cblb502 for use in nonclinical toxicology and phase 1 studies. this lot of cblb502 was
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standard services agreement always upload your project agreement and statement of work document to the elance private message board ( " pmb " ). this standard services agreement is a sample provided for your information only and may not be relied upon as legal advice. this agreement might not be appropriate for your requirements. elance makes no warranty about the suitability of this sample agreement and accepts no liability arising out of the use of this agreement. please consult your legal or business advisor for further information or advice. standard services agreement this agreement is made on april 28, 2017 between 1. kunti jayaraman of ( the " buyer " ) ; and 2. beliss corp. of ( the " company " ), collectively referred to as the " parties ". recitals the buyer wishes to be provided with the services ( defined below ) by the company and the company agrees to provide the services to the buyer on the terms and conditions of this agreement. 1. key terms 1. 1 services the company shall provide the following services ( " services " ) to the buyer in accordance with the terms and conditions of this agreement : the buyer ordered the website for his souvenir shop. the buyer wishes the website to be provided with seo - optimization and advertisement through internet. also the buyer wishes his website to be provided with further technical support and to create a mobile version in future. 1. 2 delivery of the services a. start date : the company shall commence the provision of the services on may 30, 2017. b. completion date : the company shall complete to provide the services on september 15, 2017 ( " completion date " ). 1. 3 price c. as consideration for the provision of the services by the company, the price for the provision of the services is $ 5, 000 ( " price " ). d. the buyer shall pay for the company ’ s out - of - pocket expenses. 1. 4 payment e. the buyer agrees to pay the price to the company on the following dates : $ 2, 500 will be paid after contract takes in force and rest will be paid after job is done. standard services agreement always upload your project agreement and statement of work document to the elance private message board ( " pmb " ). this standard services agreement is a sample provided for your information only and may not be relied upon as legal advice. this agreement might not be appropriate for your requirements. elance makes no warranty about the suitability of this sample
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exhibit 10. 67 confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the commission. the copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [ * * * ]. statement of work # 3 starcomm program activities between milestones m2 - m4 1. introduction this statement of work # 3 ( “ sow3 ” ) is made this 20th day of october 2009 by and between elektrobit inc. ( “ elektrobit ” or “ eb ” ) and terrestar network inc. ( “ terrestar ” or “ tsn ” ) for the starcomm ( commercial atc / sat pda ) program activities between milestones m2 - m4, and is covered by master development and licensing agreement between elektrobit and terrestar dated august 10, 2007, as amended ( “ agreement ” ). capitalized terms that are not otherwise defined in this sow3 have the meaning defined in the agreement. 2. program overview the main objective of the commercial atc / sat pda program ( hereafter referred to as “ starcomm ” ) is to specify, design, develop and validate the commercial pda phone product capable of operating on the terrestar ’ s s - band network, as well as on 2g and 3g gsm / w - cdma networks ; note that the device is being tuned to operate [ * * * ]. “ product ” shall refer to the pda phone, accessories ( including charger, data cable, wired headset and tty adapter ) and other sales box items ( e. g. manuals, cd rom ). development of [ * * * ] not covered by this sow3. the starcomm product development is a joint effort between terrestar, elektrobit, infineon technologies and [ * * * ], who collectively will be referred to in this sow3 as the “ program parties ”. terrestar has the responsibility to define product requirements, operator service definitions and to accept industrial design ( id ) and specifications to be used for the starcomm product and their shipments. in addition terrestar shall define in written overall requirement specification for product demand - supply and care concept and accept the eb solution proposal. when design is verified prior to commercial production, terrestar shall review and approve the cosmetic design for first commercial pieces produced of the device
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exhibit 10. 25 microsoft po # 96475523 dealpoint id # microsoft po # microsoft po # 96475523 96475523 dealpoint id # dealpoint id # amended and restated statement of work ( " a & r sow " ) addresses and contacts for notices " microsoft " " supplier " company name : microsoft corporation company name : touchpoint metrics inc primary contact : daniel roundy primary contact : michael hinshaw address : one microsoft way redmond, wa 98052 - 6399 address : 201 spear street suite 1100 san francisco, ca 94105 phone number : + 1 # # # - # # # - # # # # phone number : fax number : fax number : email : * * * @ * * * email : * * * @ * * * secondary contact : secondary contact : microsoft supplier number : 2179424 " microsoft " " microsoft " " supplier " " supplier " company name : microsoft corporation company name : microsoft corporation company name : touchpoint metrics inc company name : touchpoint metrics inc primary contact : daniel roundy primary contact : daniel roundy primary contact : michael hinshaw primary contact : michael hinshaw address : one microsoft way redmond, wa 98052 - 6399 address : one microsoft way redmond, wa 98052 - 6399 address : 201 spear street suite 1100 san francisco, ca 94105 address : 201 spear street suite 1100 san francisco, ca 94105 phone number : + 1 # # # - # # # - # # # # phone number : + 1 # # # - # # # - # # # # phone number : phone number : fax number : fax number : fax number : fax number : email : * * * @ * * * email : * * * @ * * * email : * * * @ * * * email : * * * @ * * * secondary contact : secondary contact : secondary contact : secondary contact : microsoft supplier number : 2179424 microsoft supplier number : 2179424 a & r sow effective date : november 21, 2014 a & r sow expiration date : june 30, 2015 dealpoint # for master agreement n / a a & r sow effective date : a & r sow effective date : november 21, 2014 november 21, 2014 a & r sow expiration date : a & r sow expiration date : june
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exhibit 10. 3 technical services agreement statement of work attachment statement of work attachment sow # 4908021177. 0 predominant supplier attachment to the technical services statement of work number 4908021177. 0 for buyer ’ s integrated technology delivery america ’ s organization effective as of july 1, 2008 predominant supplier attachment to sow # 4908021177. 0 7 / 17 / 2008 buyer ’ s initials tt statement of work attachment sow # 4908021177. 0 index • predominant supplier attachment to the technical services statement of work ( sow ) exhibit 1 : transition period deliverables schedule 1 : transition period service level agreements schedule 2 : steady state performance measurements & reports exhibit 2 : incumbent suppliers exhibit 3 : pricing exhibit 4 : governance model statement of work attachment sow # predominant supplier attachment to the technical services statement of work this predominant supplier attachment ( “ attachment ” ) to the technical services statement of work ( “ sow ” ), effective as of july 1, 2008 ( the “ effective date ” ), fully incorporates by reference the terms and conditions of technical services agreement # ( “ base agreement ” ), the terms and conditions of the technical services statement of work # ( “ sow ” ) and its schedules and attachments, and any applicable work authorizations ( “ was ” ). subject to the terms of this attachment, the sow and the base agreement, supplier will be responsible to provide services to requesters in buyer ’ s integrated technology delivery americas organization ( itda ) and, with respect to the delivery and performance of such services, this attachment, and its exhibits and schedules, which includes additional terms and conditions, shall govern. supplier understands and agrees that predominant supplier status does not mean supplier is guaranteed any particular volume of business from buyer. buyer has established relationships with suppliers against which supplier may compete. buyer will award its business opportunities based on the best overall solution as solely determined by buyer. furthermore, buyer may use other suppliers, based on buyer ’ s sole judgment and discretion. buyer may decide to transition skill requirements currently contracted through suppliers other than the supplier. buyer will review alternatives and may select a particular supplier to transition such skill requirements to, or may invite some or all of the suppliers to participate in transition. the decision will be solely buyer ’ s. supplier agrees that it will not contact a supplier with existing contracts in an effort to arrange transition of any existing work without the written authorization of buyer ’ s procurement organization. supplier agrees
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tekion ( canada ), inc. 8602 commerce court burnaby, bc v5a 4n6 tel. 604 # # # - # # # - # # # # fax. 604 # # # - # # # - # # # # www. tekion. com statement of work # man - s0w - 001 statement of work # man - s0w - 001 this document comprises statement of work # man - sow - 001 ( this “ statement of work ” ) made as of july 31, 2012 by tekion ( canada ), inc. ( “ company ” ) and mantra energy ( “ customer ” ). this statement of work shall be pursuant to the terms and conditions of the master services agreement # man - msa - 001, dated july 31, 2012, between company and customer co2 partial pressure required in the incoming gas stream and the resulting conversion and current efficiencies ( this will determine whether a co2 concentration step is required to make the process feasible in practice ) resistance to impurities in the incoming gas stream and overall catalyst stability molarity of exit product and resulting formate crossover issues electrical efficiency of the system ( operating cost ) current densities and resulting capital costs 1. identify mechanical design for promoting superior 2 - phase flow distribution in cathode compartment, and resulting gas / liquid / catalyst contact 2. identify and test commercial proton exchange membranes designed to reduce back - diffusion of anions from cathode to anode 3. screen commercial metal powders for the purpose of extending cathode operating lifetime, reducing overpotential, and improving current efficiency 4. examine direct formic acid production in acidic catholyte conditions 5. if necessary, develop an in - situ cathode regeneration process deliverables : all collected operational data documented operational procedures interim report at the end of stage 1 reactor design drawing based on conclusions budgeted cost : $ 49, 900 + materials timeline : 8 weeks improve mechanical design of stage 1 reactor to promote 2 - phase flow distribution across larger surface area characterize the effects of diluted co2 feed streams on current efficiency at high conversion target a minimum 3 - 5 molar formate / formic acid product stream while minimizing formate crossover issues maintain electrical efficiency of stage 1 reactor if possible, design and test manifolding system for effective distribution of gas / liquid phases between individual cells in a future stack deliverables : all collected operational
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appendix a - statement of work this statement of work # 1 ( “ sow ” ), dated and effective may 18, 2020, submitted in connection with the laboratory services agreement by and between cellular technology limited ( “ ctl ” ) and generex biotechnology corporation, a public company organized under the laws of delaware, with its principal place of business located at 10102 usa today way, miramar, fl 33025 ( “ company ” ) ( “ company ” ) dated may 15, 2020 ( “ agreement ” ), is hereby agreed to by the parties. pursuant to article 2 of the agreement, this sow ( including any attachments hereto ) shall be governed by the terms and conditions of the agreement and, if applicable, any modifications to the agreement agreed to by the parties and set forth in this sow under the section below, entitled “ modifications to agreement. ” any such modifications shall apply only to this sow, and not to any previous or subsequent sows, unless expressly stated otherwise in such other sow. ctl company / s / madalena tarey - lehmann by : / s / joe moscato magdalena tary - lehmann, m. d., ph. d. print name : joe moscato chief scientific officer title : president & chief executive officer ctl company ctl company / s / madalena tarey - lehmann by : / s / joe moscato by : magdalena tary - lehmann, m. d., ph. d. print name : joe moscato print name : chief scientific officer title : president & chief executive officer title : non - glp study with no qa oversight - pilot t cell elispot project non - glp study with no qa oversight - pilot t cell elispot project company will : • use its own preferred carrier for shipments of materials to ctl. • use its own preferred carrier for shipments of materials to ctl. • • provide thirty ( 30 ) peptides - test antigens ( ags ). • provide thirty ( 30 ) peptides - test antigens ( ags ). • • provide up to thirty - nine ( 39 ) cryopreserved pbmc samples from different subjects with up to one time points. • provide up to thirty - nine ( 39 ) cryopreserved pbmc samples from different subjects with up to one time points. • ctl will : antigen
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statement_of_work
exhibit 10. 57 1 1 1 section b - supplies or services and prices item no supplies / services quantity unit unit price amount 0001 1 lot $ 1, 975, 047. 00 $ 1, 975, 047. 00 research ffp research iaw the sow ( contained in section c ). fob : destination net amt $ 1, 975, 047. 00 item no supplies / services quantity unit unit price amount item no supplies / services quantity unit unit price amount 0001 1 lot $ 1, 975, 047. 00 $ 1, 975, 047. 00 research ffp research iaw the sow ( contained in section c ). fob : destination net amt $ 1, 975, 047. 00 net amt $ 1, 975, 047. 00 purchase request number : 1300211787 000101 funding information acrn $ 938, 583. 00 aa 000101 funding information acrn $ 938, 583. 00 000101 funding information acrn $ 938, 583. 00 aa aa item no supplies / services quantity unit unit price amount 0002 1 lot $ nsp cdrls item no supplies / services quantity unit unit price amount item no supplies / services quantity unit unit price amount 0002 1 lot $ nsp 0002 1 lot $ nsp cdrls cdrls 2 2 2 item no supplies / services quantity unit unit price amount 0003 1 lot $ 835, 124. 00 $ 835, 124. 00 option research ffp research iaw the sow ( contained in section c ). fob : destination net amt $ 835, 124. 00 item no supplies / services quantity unit unit price amount item no supplies / services quantity unit unit price amount 0003 1 lot $ 835, 124. 00 $ 835, 124. 00 0003 1 lot $ 835, 124. 00 $ 835, 124. 00 option research option research ffp ffp research iaw the sow ( contained in section c ). research iaw the sow ( contained in section c ). fob : destination fob : destination net amt $ 835, 124. 00 net amt $ 835, 124. 00 item no supplies / services quantity unit unit price amount 0004 nsp option cdrls item no supplies / services quantity unit unit price amount item
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statement_of_work
exhibit 10. 111 document number : cage code : original issue : release date : issue : 75 - 0356 46en8 2 / 4 / 2014 2 / 11 / 2014 1 document number : cage code : original issue : release date : issue : 75 - 0356 46en8 2 / 4 / 2014 2 / 11 / 2014 1 document number : cage code : original issue : release date : issue : 75 - 0356 46en8 2 / 4 / 2014 2 / 11 / 2014 1 statement of work for microfluidic bioagent autonomous networked detector ( m - band ) joint united states forces korea portal and integrated threat recognition ( jupitr ) program system refurbishment signatures dept. # date prepared by : michael d tissandier wpe 4feb14 project engineer : michael d tissandier wpe 4feb14 systems engineer : wss program manager : souzan thoresen wpm 4feb14 manufacturing engineer : greg traeger wmu 4feb14 product assurance : tim kucij wqe 4feb14 configuration management : mark doerning wad 4feb14 signatures dept. # date signatures dept. # date prepared by : michael d tissandier wpe 4feb14 project engineer : michael d tissandier wpe 4feb14 systems engineer : wss program manager : souzan thoresen wpm 4feb14 manufacturing engineer : greg traeger wmu 4feb14 product assurance : tim kucij wqe 4feb14 configuration management : mark doerning wad 4feb14 warning this document is the property of utc aerospace systems. you may not possess, use, copy or disclose this document or any information in it, for any purpose, including without limitation, to design, manufacture or repair parts, or obtain any government approval to do so, without utc aerospace systems ’ express written permission. neither receipt nor possession of this document alone, from any source, constitutes such permission. possession, use, copying or disclosure by anyone without utc aerospace systems ’ express written permission is not authorized and may result in criminal and / or civil liability. this document or file contains no ear technology or itar technical data. 75 - 0356 issue 1 document release record ( drr ) releases date of release updates : authorizations ( & remarks ) active pages pages added pages deleted issue 1 2 / 4 / 2014 10 initial release document release record ( dr
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exhibit 10. 1 confidential treatment requested – confidential portions of this document have been redacted and have been separately filed with the commission. the omitted portions have been replaced with " [ * * * ] change management form 12 to statement of work 3 program : support. com, inc. ( “ vendor ” ), xfinity home remote support program sow # 3 ( “ sow 3 ” ) dated march 21, 2014 pcr no. : originator : joy park date : february 3, 2017 department : nco phone # : [ * * * ] title : vice president locations impacted : work at home locations requested implementation date : see below estimated hours : ( loe ) non - billable billing rate / hour : see sow fixed fee cost ( if applicable ) n / a type of change : expanding channel of support to chat through the xh mobile chat app scope of change : minor ( anything within current contract ) ( may require contract amendment ) must be reviewed by business and / or p & l owner reason for change : comcast and vendor agree that the purpose of this change management form ( “ cmf ” ) is to expand the channel of support to chat as set forth in more detail below. unless specifically provided in this cmf, all other terms of sow 3 remain unchanged. area ( s ) of change accounting / payroll network data processing resource planning general facilities quality assurance human resources telecom it / bi training operations recruiting other : xh mobile chat app support program : support. com, inc. ( “ vendor ” ), xfinity home remote support program sow # 3 ( “ sow 3 ” ) dated march 21, 2014 program : support. com, inc. ( “ vendor ” ), xfinity home remote support program sow # 3 ( “ sow 3 ” ) dated march 21, 2014 pcr no. : pcr no. : originator : joy park originator : joy park date : february 3, 2017 date : february 3, 2017 department : nco department : nco phone # : [ * * * ] phone # : [ * * * ] title : vice president title : vice president locations impacted : work at home locations locations impacted : work at home locations requested implementation date : see below requested implementation date : see below estimated hours : ( loe ) estimated hours : ( loe ) non -
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statement_of_work
exhibit 10. 2 text marked by [ * * * ] has been omitted pursuant to a request for confidential treatment and was filed separately with the securities and exchange commission. statement of work background : arete sigma, llc ( a / s or the llc ) is co - owned 50 % - 50 % by arete innovative solutions ( arete ) and sigma labs ( sigma ). the purpose of the llc is to enable and implement sales and manufacturing transactions and to distribute costs and benefits fairly between its two members. because the llc : a. owns no property and any and all assets acquired by or brought to a / s by arete or sigma will remain 100 % owned by arete or sigma, as applicable ; a. owns no property and any and all assets acquired by or brought to a / s by arete or sigma will remain 100 % owned by arete or sigma, as applicable ; a. b. has no employees or payroll ; b. has no employees or payroll ; b. arete and sigma are each contracting business services to a / s. 1. arete ’ s services and costs are as follows : customer development functions : 1. arete will provide marketing development and services. 1. arete will provide marketing development and services. 1. 2. arete will provide customer / project development services. 2. arete will provide customer / project development services. 2. engineering cost reimbursement : arete will be reimbursed by a / s for reasonable and documented travel, customer and project development expenses. engineering functions : 3. arete will provide product engineering consulting services and customer education. 3. arete will provide product engineering consulting services and customer education. 3. 4. arete will perform build file model modifications, manufacturing process engineering for product manufacturing. 4. arete will perform build file model modifications, manufacturing process engineering for product manufacturing. 4. engineering cost reimbursement : arete will be reimbursed by a / s for the arete employees work for a / s engineering at their fully burdened cost rates to arete. manufacturing functions : 1. arete will provide post processing including machining, surface finishing, inspection and nondestructive testing ( ndt ) as required. 1. arete will provide post processing including machining, surface finishing, inspection and nondestructive testing ( ndt ) as required. 1. 2. arete will provide supplier management and supply chain
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statement_of_work
master technical services agreement agreement # 4998cc0044 - 004 master statement of work msow # 4911023651 master statement of work msow # 4911023651 exhibit 10. 1 technical services master statement of work between cdi corporation and international business machines corporation effective as of december 31, 2011 technical services msow buyer / supplier confidential technical services msow buyer / supplier confidential page 1 of 36 master technical services agreement agreement # 4998cc0044 - 004 master statement of work msow # 4911023651 master statement of work msow # 4911023651 table of contents 1. background 5 2. objectives 6 3. definitions 6 3. 1 defined terms 6 3. 2 other terms ; interpretation 7 4. services 8 4. 1 provision of services 8 4. 2 recipients of the services 9 5. term of msow 9 5. 1 term 9 5. 2 extension 9 6. supplier and supplier personnel 9 6. 1 general business activity restrictions 10 6. 2 buyer ’ s safety and security guidelines 11 6. 3 asset control 11 6. 4 supervision of supplier ’ s personnel 12 6. 5 criminal background checks 12 6. 6 contractor safety guidelines 14 6. 7 computer use and security measures 14 6. 8 qualifications, warranty and replacement of supplier personnel 14 6. 9 contractor on - boarding 15 6. 10 education of supplier personnel 15 6. 11 solicitation of supplier personnel 16 6. 12 non - recruited resources 16 7. proprietary rights 16 7. 1 buyer works 16 7. 2 supplier works 17 7. 3 third party works 17 7. 4 rights in developed works 18 7. 5 export 18 8. performance standards 18 8. 1 general 18 9. supplier responsibilties 19 9. 1 performance measurements and reports 19 9. 2 bypasses 19 9. 3 change control 19 9. 4 loan of buyer assets 19 9. 5 use of subcontractors 19 9. 6 contractor sourcing application 21 9. 7 additional warranties for handling of sensitive personal information 21 9. 8 business associate addendum 23 9. 9 business continuity 23 9. 10 financial data privacy addendum 23 9. 11 social and environmental management system requirements 24 9. 12 international traffic in arms regulation ( itar ) 24 technical services msow buyer / supplier confidential buyer ’ s initials / s / ds supplier ’ s initials / s / dad technical services msow buyer /
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statement_of_work
exhibit 10. 1 certain confidential information contained in this document, marked by [ * ], has been omitted because it is not material and would likely cause competitive harm to augmedix, inc. if publicly disclosed. statement of work no. 3 for [ * * * ] staff augmentation sutter bay medical foundation this statement of work ( the “ sow ” ) is pursuant to and governed by the terms of master services agreement entered into on april 15, 2015 ( the “ agreement ” ), between sutter health ( “ customer ” or “ sutter ” ) and augmedix operating corp. f / k / a augmedix, inc. ( “ supplier ” or “ augmedix ” ) and shall become effective ( the “ effective date ” ) upon the date signed by both parties. i. introduction / background i. introduction / background i. introduction / background supplier shall provide the following [ * * * ] staff augmentation for sutter : ●two ( 2 ) ehr coordinators ( primary and backup ) ●two ( 2 ) ehr coordinators ( primary and backup ) ● services are contingent upon offshore staffing through supplier ’ s bangladesh operations. ii. scope of work ii. scope of work ii. scope of work the following is an overview of role / supplier scribe onboarding duties : the ehr coordinator role is responsible for supporting cross - functional processes across sutter health and augmedix to onboard and provision electronic health record ( ehr ) credentials for medical documentation specialists ( “ mds ” ) / scribes serving sutter providers. the goal is to streamline and drive continuous process improvement in supplier mds onboarding and epic ehr provisioning and to support supplier services across sutter to ensure the supplier / customer partnership and scaling efforts meet or exceed 2023 ( and the following year ( s ) ) growth targets. the ehr coordinator will drive ehr and compliance management administration and process improvement in support of customer. interaction with supplier internal, cross - functional teams and customer team members will enable a streamlined process for onboarding supplier mdss supporting customer providers. the ehr coordinator works in conjunction with cross - discipline teams ( e. g., customer success, information technology ( it ), operations ) to execute all tasks related to onboarding an mds, provisioning epic ehr credentials, and reporting on a fixed cadence to all appropriate supplier and customer project stakeholders. responsibilities ( including but not limited to )
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statement_of_work
statement of work for strategic analytic services 1. services. 605 shall perform the following services under this sow : services 605 will engage in a strategic, research, market, business and financial assessment of amcn and its business, partnering with the amcn management team to accelerate transition to direct consumer - facing distribution platforms ( including subscription streaming, ad - supported streaming, avod / fast, global streaming expansion ). 605 will utilize its expertise, including assessment of extensive real - time business intelligence and consumer research to enable potential further acceleration of amcn ’ s long - term growth and value creation. among the analytic services to be provided by 605 are situation analysis, customer experience, data utilization, addressing the market, content strategy and overview, sales strategy, pricing analysis, customer profiles, content ( by offering ), marketing strategy and financial analysis. the 605 team will develop a comprehensive understanding of the business and partner with the amcn senior leadership team to devise an action plan to successfully migrate the business, optimize asset value and create optionality for the amcn. 605 personnel who will perform the services include : kristin dolanceomatt weisscsoray casazzacooalex freedvpgina gusenfitterassociateother support staff as necessary kristin dolanceomatt weisscsoray casazzacooalex freedvpgina gusenfitterassociateother support staff as necessary kristin dolan ceo matt weiss cso ray casazza coo alex freed vp gina gusenfitter associate other support staff as necessary 2. deliverables. the following are the deliverables under this sow : attached as exhibit b. all deliverables shall constitute work product. 3. certain customer responsibilities. customer shall have the responsibilities described in section 1. 3 of the agreement. 4. fees and expenses. subject to mutual execution of this sow, promptly upon receipt of an invoice for the initial payment below, and upon receipt of an invoice at least thirty ( 30 ) days prior to each subsequent payment date below, customer shall pay 605 the following fees under this sow : execution of sow : $ 2, 625, 000 ( 25 % ) december 1, 2022 : $ 1, 312, 500 ( 12. 5 % ) december 31, 2022 : $ 1, 312, 500 ( 12. 5 % ) march 31, 2023 : $ 2, 625
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statement_of_work
exhibit 10. 2 lightwave logic, inc. statement of operations committee work committee member michael lebby term at the discretion of the board, but for a period of not more than 365 consecutive days. scope of work provide corporate development, strategic and business advisory services to the company ’ s ceo, including the following : product development : · oversee strategic product development plan and advise the company technical team on telecom and datacom device programs with a product demonstration target by the end of q1, 2016. · assist the company in executing an aggressive technology leadership strategy and enhancing a company product roadmap. · assist with executing an ip and patent strategy. · assist with recruiting and building the technical team and advisory board, as needed. strategic partnerships : identify and contact strategic partners as agreed to by the ceo. establish commercial partnerships and new revenue generating engagements with strategic partners. pursue and close business investments by strategic partners into the company. develop buy side acquisition opportunities for the company. capital financing : position and introduce the company to potential strategic investors. duties will include : · assisting the company with preparing technical presentations for potential investors ; · identifying and contacting potential strategic investors on behalf of the company ; · as requested, accompanying management to meet with potential investors. strategic merger and buy side m & a : as directed by the ceo and board, identify and pursue strategic acquisition targets. assist in closing transactions. compensation the committee member will be paid the compensation set forth below, which shall be in addition to the compensation he receives for serving as a member of the board. however, the committee member shall not receive as compensation from the company for service on the operations committee any amount in excess of $ 120, 000 during any period of 12 consecutive months. in the event of an incomplete month of service, the compensation will be prorated based on the number of days of work for the operations committee. retainer : · a monthly cash retainer of $ 3, 000 per month payable on the first day of every month, · a company stock award of $ 2, 000 per month will be awarded at the end of each month worked. the share price will be determined by the average vwap over each 30 - day period worked. new business commission : · a commission equal to 5 % of the value of any non - security, business investment transaction that the company directly receives by a party that was introduced to the company by the committee member and whereby the committee member was instrumental in procuring the transaction.
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statement_of_work
exhibit 10. 5 statement of work globalware esd hosting spss — globalware electronic software delivery hosting agreement statement of work page 1 of 12 exhibit 10. 5 statement of work globalware esd hosting spss — globalware electronic software delivery hosting agreement statement of work page 1 of 12 statement of work globalware esd hosting table of contents 1. terms and conditions 3 1. 1 duration of statement of work 3 1. 2 change control 3 1. 3 deviation 3 2. background / summary / overview 3 2. 1 business engagement 3 2. 2 quality assurance 3 3. definitions 4 4. scope of services 4 4. 1 support services 4 4. 2 training 4 4. 3 backup copies 4 4. 4 professional services 4 4. 5 account management 4 4. 6 reports, automated files & emails, tracking 4 5. assumptions, pre - requisites and dependencies 4 6. service level remedies 4 7. roles and responsibilities 4 7. 1 client team management role 4 7. 2 account management role 4 7. 3 meetings 4 7. 4 resources 4 8. pricing, commitment & invoicing 4 8. 1 invoicing 4 8. 2 electronic software delivery pricing 4 9. customer email notification and email domain use 4 10. acceptance 4 page 2 of 12 statement of work globalware esd hosting table of contents 1. terms and conditions 3 1. 1 duration of statement of work 3 1. 2 change control 3 1. 3 deviation 3 2. background / summary / overview 3 2. 1 business engagement 3 2. 2 quality assurance 3 3. definitions 4 4. scope of services 4 4. 1 support services 4 4. 2 training 4 4. 3 backup copies 4 4. 4 professional services 4 4. 5 account management 4 4. 6 reports, automated files & emails, tracking 4 5. assumptions, pre - requisites and dependencies 4 6. service level remedies 4 7. roles and responsibilities 4 7. 1 client team management role 4 7. 2 account management role 4 7. 3 meetings 4 7. 4 resources 4 8. pricing, commitment & invoicing 4 8. 1 invoicing 4 8. 2 electronic software delivery pricing 4 9. customer email notification and email domain use 4 10. acceptance 4 1. terms and conditions 1. 1 duration of statement of work 1. 2 change control 1. 3 deviation 2. background / summary / overview 2. 1 business engagement 2. 2 quality
1,584
statement_of_work
exhibit 10. 1.'statement of work for merchant & payment - t august 2018 private & confidential l'' 2 private & confidential statement of work this statement of work ( " sow " ) is made on between the following parties : 1. mig mobile tech berhad ( company registration number 1160768 - u ), a company incorporated under the laws of malaysia and having its registered office at 1 - 02, 1 st floor, block a, axis business campus, no. 13a & 13b, jalan 225, seksyen 51a, 46100 p taling jaya, selangor, malaysia ; hereby known as " client ". 2. artemis tech sdn. bhd. ( company registration number 1287870 - h ), a company incorporated under the laws of malaysfa and having its registered office at 79a, jalan ss21 / 37, damansara utama, 47400 peta ling jaya, selangor, malaysia ; hereby known as " vendor ". scope of services the client agrees to engage the vendor to complete the following implementation in a two phase approach : 1. develop and provision a web - ba _ sed merchant management system ( " system " ) with payment processing and settlement features, equipped with administrative functionalities accessible via desktop browser ; 2. enhance weconnect prepaid card mobile electronic wallet to integrate with the system for the former to function as consumers'mobile payment solution ; 3. install system into hosting environments provisioned by the client, comprising of web, application and database servers for development, systems integration testing ( sit ), user acceptance testing ( uat ) and production environments ; 4. conduct training session ( one round for each phase of implementation, based on train - the - trainer model ) to enable client to undertake user acceptance tests and subsequent training activities ; and 5. prepare system architecture diagram and simplified functional documentation. system overview the system shall be implemented using hybrid mobile programming and java platform technologies, comprising of the following high level system requirements : 3 private & confidential · - no. high level requirements 1 back office : administrative features a. user registration b. user account management c. user profile management d. password management e. role - based access control f. maker - checker control on critical back office transaction ( 1 maker : 1 checker ) 2 back office : merchant management a. merchant registration b. company profile management c. banking account maintenance d. transaction profile configuration e.
1,585
statement_of_work
exhibit 10. 18 ( c ) amendment number one to statement of work # 3 ford sync system gen 2 this amendment number one ( “ amendment ” ) to the statement of work # 3 ford sync system gen 2 ( “ statement of work # 3 ” ) made and entered into june 29, 2010, between bsquare corporation ( “ bsquare ” ) and ford motor company ( “ buyer ”, “ ford ” or “ company ” ), is entered into as of this 30th day of september, 2010. the parties intend to revise table a and b under this amendment. 1. table a and table b only of attachment a of statement of work # 3 are replaced in their entirety with the attached table a and table b and are incorporated herein by this reference. 2. counterparts. this amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 3. except as altered by this amendment, all terms of the agreement remain undisturbed and in full force and effect. / s / scott c. mahan / s / jason rodriguez rev. 5 - 28 - 09 confidential treatment has been requested for portions of this amendment. this amendment omits the information subject to the confidential treatment request. omissions are designated as * * *. a complete version of this amendment has been filed separately with the securities and exchange commission. 1 table a the table below reflects the annual rate for the phase 1 personnel for the 1 year commitment for each person. name practice area location fccrate annual ratetotal fcc 1 year core * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * rev. 5 - 28 - 09 confidential treatment has been requested for portions of this amendment. this amendment omits the information subject to the confidential treatment request. omissions are designated as * * *. a complete version of this amendment has been filed separately with the securities and exchange commission. 2 table b the table below reflects the quarterly rate for the additional phase 1 fcc personnel for the 90 day commitment for each person. name practice area location fcc rate 90 day total fcc 90 day transition team * * * * * * * * * * * * * * * * *
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statement_of_work
exhibit 10. 5 section a : additions product qty unit price total nrc selling price total mrc selling price equinix use none - $ - $ - $ - section total : $ 0. 00 $ 0. 00 section b : deletions product qty serial number unit price total mrc selling price bill to stop date none - $ - $ - section total : $ 0. 00 section c : continuing services - price change product qty serial number current price new price date of price change none - $ - $ - section d : continuing services product qty serial number unit price total mrc selling price equinix use private cage – cag10002 1 $ 33, 600. 00 $ 33, 600. 00 cabinet - eq 4 kva – cab10001 16 $ 0. 00 $ 0. 00 208v ac power – primary 20a – pow10009 10 $ 520. 00 $ 5, 200. 00 208v ac power – redundant 20a – pow10010 10 $ 260. 00 $ 2, 600. 00 208v ac power 3p – primary 30a – pow10045 4 $ 1, 349. 00 $ 5, 396. 00 208v ac power 3p – redundant 30a – pow10046 4 $ 777. 00 $ 3, 108. 00 demarcation rack – cab00134 1 $ 0. 00 $ 0. 00 intra - customer cross connect – cc90011 4 $ 0. 00 $ 0. 00 cross connect fiber – multi mode – cc10001 2 $ 275. 00 $ 550. 00 section total : $ 50, 454. 00 note : information in this document marked with “ [ * * * * * * * * ] ” has been omitted and filed separately with the securities and exchange commission. confidential treatment has been requested with respect to the omitted portions. terms and conditions sow introduction this statement of work ( the " sow " ) is between equinix operating co., inc. ( equinix, inc. if the sow is for services delivered in equinix's newark or secaucus ibx centers ; ( in either case, " equinix " ) and the customer identified above ( " customer " ), who wishes to order the products or services listed above ( each a " service " ), each of which will be delivered at the ibx center designated above. this sow
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exhibit 10. 1 [ * ] certain information in this document has been omitted from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. statement of work izea worldwide, inc. 501 n. orlando ave ste 313, pmb 247 winter park, fl 32789 phone : 1. 877. 525. izea statement of work statement of work izea worldwide, inc. izea worldwide, inc. 501 n. orlando ave 501 n. orlando ave ste 313, pmb 247 ste 313, pmb 247 winter park, fl 32789 winter park, fl 32789 phone : 1. 877. 525. izea phone : 1. 877. 525. izea quote number : 00022991 quote expiration date : september 30, 2021 quote name : [ * ] dat chat influencer campaign prepared by : yadia suarez target start date : [ * ] target vertical : ages 18 - 50 target end date : [ * ] quote name : [ * ] dat chat influencer campaign prepared by : yadia suarez quote name : [ * ] dat chat influencer campaign prepared by : yadia suarez target start date : [ * ] target vertical : ages 18 - 50 target end date : [ * ] customer information account name : datchat inc. phone : contact name : darin myman email : * * * @ * * * account name : datchat inc. phone : account name : datchat inc. phone : contact name : darin myman email : * * * @ * * * billing information payment terms : net 30 bill to customer name : datchat, inc. invoice terms : see special terms bill to : 65 church street, new brunswick, nj, 08901 purchase order : accounts payable email : * * * @ * * * payable contact : darin myman payment terms : net 30 bill to customer name : datchat, inc. payment terms : net 30 bill to customer name : datchat, inc. invoice terms : see special terms bill to : 65 church street, new brunswick, nj, 08901 purchase order : accounts payable email : * * * @ * * * payable contact : darin myman - 1 - - 1 - quote line items product quantity description custom tier tiktok video [ * ] [
1,588
statement_of_work
exhibit 10. 10 my 800 doctor & interactivemd proposed statement of work 9 - 20 - 12 my800doctor ( my800dr ) and interactivemd ( imd ) have agreed to initiate a multi - part business relationship whereby imd will use its platform, system and doctors to serve the needs of the my 800 doctor service. my800dr will use its marketing and distribution expertise to drive prospects to the imd platform and website. over time, my800dr intends to offer the imd system and technology to the doctors licensing the my800dr scheduling software. so this statement of work provides mysoodr that option imd will serve my8oodr in a two - part effort to provide the services needed. the two parts will be : 1. telehealth products for sale to my800dr customers imd will package for my8oodr a co - branded telehealth service that can be sold as a stand - alone service. my8oodr will have the right to sell that product to its customers. 2. white label version of the imd platform imd will, at my8oodr's option, build for my800dr a " white label " version of the imd website, e. h. r. and customer database.! twill function exactly like the current imd system but will be branded my800doctor. part i details : telehealth product for sale to customers • parties will enter into a three year agreement for my8oodr to sell telehealth services to its customers. • parties will enter into a three year agreement for my8oodr to sell telehealth services to its customers. • parties will enter into a three year agreement for my8oodr to sell telehealth services to its customers. • two co - branded websites for patient enrollment into the imd service or the spanish language hoi a medico service will be built and co - funded by both parties. my800dr will link prospects to tl1e co - branded sites and earn a revenue share for each prospect that becomes an imd member. the parties shall split the cost of the co brand sites ( english / spanish ) up to $ 5, 000 each party for each site. once exact pricing is received from a mutually agreed web services firm the parties will split the cost 50 % / 50 % and make the
1,589
statement_of_work
exhibit 10. 7 attachment 1 statement of work for phoenix motorcars southern california airports – zero emission shuttle transportation the 2016 aqmp identifies the need for nox emission reductions as the most significant air quality challenge in meeting the upcoming ozone standard deadlines. significant increases in nox, pm and greenhouse gases emissions from airport shuttle buses are expected because airline passenger transportation and expansion of operations at various commercial airports are projected to increase in the near future. staff has been working with contractor, an electric vehicle manufacturer, to accelerate the development and deployment of battery electric shuttle buses. contractor has made significant progress deploying over 36 battery electric shuttle buses operating at the los angeles world airport and ontario airport for over two years and is committed to seeking funds from carb ’ s hybrid and zero emission truck and bus voucher incentive project ( hvip ) for battery electric shuttle bus replacement projects. this project is to replace 29 diesel and gasoline airport shuttle buses with new battery electric buses manufactured by contractor. the new electric buses are equipped with state - of - the - art electric drivetrain technology that delivers up to 100 miles range on a single charge. combined with dual charging capability, the buses are well suited to meet the requirements of most fleets operating on a fixed route within close proximity of the airport. as part of the eligibility requirement, staff will inspect existing shuttle buses for operability and drivability before the buses can be replaced with battery electric buses. upon successful inspection and replacement of the existing buses, contractor will be required to destroy or render the existing buses useless without cannibalizing any parts from the old engines. in addition, staff will confirm that each replaced bus and its engine have been destroyed by an authorized scrap yard. contractor will submit quarterly and annual reports during the project. contractor shall perform the following tasks : task 1 - program management 1. 1. contractor shall plan, coordinate, and report as required to successfully achieve the overall objectives of the project. contractor shall submit monthly status updates and quarterly reports as described in the deliverables section of this contract. 1. 1. contractor shall plan, coordinate, and report as required to successfully achieve the overall objectives of the project. contractor shall submit monthly status updates and quarterly reports as described in the deliverables section of this contract. 1. 1. 1. 2. contractor shall attend a “ kick - off ” meeting with the scaqmd. the administrative and technical aspects of this agreement will be discussed at the meeting. at a minimum,
1,590
statement_of_work
exhibit 10. 3 * * * * text omitted and filed separately confidential treatment requested under 17 c. f. r. § 200. 80 ( b ) ( 4 ) and 17 c. f. r. 24b - 2 microsoft statement of work ms vendor number : * * * * business name : rainmaker systems incstreet address : 900 east hamilton ave, suite 400city, state, zip code : campbell, ca, 95008vendor contact : * * * * vendor contact e - mail : * * * * full name of the vendor agreement : * * * *, * * * * and * * * * trials managementeffective date of the sow : july 23, 2012statement of work period of performance ( date range ) july 1, 2012 – june 30, 2015microsoft business contact : * * * * ms vendor number : * * * * business name : rainmaker systems incstreet address : 900 east hamilton ave, suite 400city, state, zip code : campbell, ca, 95008vendor contact : * * * * vendor contact e - mail : * * * * full name of the vendor agreement : * * * *, * * * * and * * * * trials managementeffective date of the sow : july 23, 2012statement of work period of performance ( date range ) july 1, 2012 – june 30, 2015microsoft business contact : * * * * ms vendor number : * * * * business name : rainmaker systems incstreet address : 900 east hamilton ave, suite 400city, state, zip code : campbell, ca, 95008vendor contact : * * * * vendor contact e - mail : * * * * full name of the vendor agreement : * * * *, * * * * and * * * * trials managementeffective date of the sow : july 23, 2012statement of work period of performance ( date range ) july 1, 2012 – june 30, 2015microsoft business contact : * * * * ms vendor number : ms vendor number : * * * * * * * * business name : business name : rainmaker systems inc rainmaker systems inc street address : street address : 900 east hamilton ave, suite 400 900 east hamilton ave, suite 400 city, state, zip code : city, state, zip code : campbell, ca, 9500
1,591
statement_of_work
exhibit 10. 4 doc. no. 20150119 - 1 sow doc. no. 20150119 - 1 sow doc. no. 20150119 - 1 sow statement of work date 01 / 15 / 2015 client aircom pacific, inc. job name wimax satcom development requested by jeffrey wun, cto / aircom from summary aircom pacific, inc. ( aircom ) is a satellite based in - flight wi - fi system provider whose clients includes hong kong airline. aircom is engaging dmobile to develop a next generation satellite based data link system that can utilized advance protocol such as wimax 2. 1 as control and bandwidth management protocol on top of existing dvb - s2 satcom protocol for satellite communications. aircom is also looking to develop an inter - operability test ( iot ) suite that can be used to test satcom system inter - operatbility. with such a higher layer management protocol, aircom can construct a global satcom system that utilizes satcom roaming agreements among satellite system operators. project scope this sow covers the following activities and deliverables. 1. dmobile shall deliver a set of wimax 1. 2 software stack and development system to aircom. 2. dmobile shall develop a wimax software stack that utilize dvb - s2 satellite protocol as its physical layer protocol. 3. dmobile shall implement wimax software stack on a commercially available wimax asn - gateway called satellite modem termination system ( smts ). 4. dmobile shall demonstrate a working smts. 5. dmobile shall develop an interconnect protocol between wimax cpe and a commercially available satellite modem ( i. e., idirect e8000ae ). 6. dmobile shall develop a set of iot criteria to test for inter - operability. 7. dmobile shall assist in production and service of such smts. 8. dmobile shall assist in other related tasks per written requests from aircom. schedule task finish date delivery of wimax 1. 2 software stack 02 / 01 / 2015 delivery of wimax 1. 2 development environment 02 / 01 / 2015 deliver working wimax 1. 2 software on smts hardware 10 / 31 / 2015 interconnect smts with idirect hub 03 / 01 / 2016 interconnect wimax cpe with idirect modem 05 / 01 / 2016 deliver wiamx sat
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exhibit 10. 20 reinstatement premium protection reinsurance contract ( for working layer cat ) ( hiscox ) issued to homeowners choice property & casualty insurance company, inc. tampa, florida and typtap insurance companyocala, florida 1 of 22 reinstatement premium protection reinsurance contract ( for working layer cat ) ( hiscox ) table of contents article page preamble 3 1 business covered 3 2 coverage 3 3 term 4 4 special termination 4 5 territory 5 6 exclusions 5 7 premium 5 8 definitions 6 9 original conditions 6 10 no third party rights 6 11 notice of loss and loss settlements 6 12 late payments 7 13 offset 8 14 currency 8 15 unauthorized reinsurance 8 16 taxes 10 17 access to records 10 18 confidentiality 11 19 errors and omissions 12 20 insolvency 12 21 run - off reinsurer 13 22 arbitration 14 23 expedited arbitration 15 24 service of suit 16 25 governing law 17 26 entire agreement 17 27 non - waiver 17 28 agency 17 29 intermediary 18 30 mode of execution 18 company signing block 20 reinstatement premium protection reinsurance contract reinstatement premium protection reinsurance contract ( for working layer cat ) ( hiscox ) ( for working layer cat ) ( hiscox ) table of contents table of contents article article page page preamble preamble 3 3 1 1 business covered business covered 3 3 2 2 coverage coverage 3 3 3 3 term term 4 4 4 4 special termination special termination 4 4 5 5 territory territory 5 5 6 6 exclusions exclusions 5 5 7 7 premium premium 5 5 8 8 definitions definitions 6 6 9 9 original conditions original conditions 6 6 10 10 no third party rights no third party rights 6 6 11 11 notice of loss and loss settlements notice of loss and loss settlements 6 6 12 12 late payments late payments 7 7 13 13 offset offset 8 8 14 14 currency currency 8 8 15 15 unauthorized reinsurance unauthorized reinsurance 8 8 16 16 taxes taxes 10 10 17 17 access to records access to records 10 10 18 18 confidentiality confidentiality 11 11 19 19 errors and omissions errors and omissions 12 12 20 20 insolvency insolvency 12 12 21 21 run - off reinsurer run - off reinsurer 13 13 22 22 arbitration arbitration 14 14 23 23 expedited arbitration expedited arbitration 15 15 24 24 service of suit service of suit 16 16 25 25 governing law governing law 17 17 26 26 entire agreement
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exhibit 10. 9 exhibit 10. 9 statement of work for “ activecare inc. senior care device ” revision 1 december 1, 2009 quectel wireless solutions ltd. suite 801. building e, 1618 yishan road, shanghai prc tel : 86 21 51082965 fax 86 21 64058005 zip : 201103 quectel wireless solutions ltd. suite 801. building e, 1618 yishan road, shanghai prc tel : 86 21 51082965 fax 86 21 64058005 zip : 201103 quectel wireless solutions ltd. suite 801. building e, 1618 yishan road, shanghai prc tel : 86 21 51082965 fax 86 21 64058005 zip : 201103 table of contents executive summary 5 actvicecare inc - internal customer review 6 reviewer 6 title 6 signature 6 date 6 sow signoff - final 7 sow signoff - final 7 1 reference documents 8 2 glossary 8 3 overview 9 4 roles and responsibilities 11 4. 1 quectel responsibilities 11 4. 2 activecare, inc. responsibilities 11 4. 3 unassigned responsibilities 11 5 objective 13 5. 1 design guidance 13 5. 1. 1 design targets 13 5. 1. 2 system accessibility 13 5. 1. 3 system reliability 13 6 development strategy 14 assumptions 15 6. 1 communications model 15 6. 2 remote control and management 15 6. 3 gps 16 6. 4 waterproof design 16 6. 5 software model 16 6. 6 servicability 16 6. 7 forward accomodation 16 7 functional milestones 17 executive summary 5 actvicecare inc - internal customer review 6 reviewer 6 title 6 signature 6 date 6 sow signoff - final 7 sow signoff - final 7 1 reference documents 8 2 glossary 8 3 overview 9 4 roles and responsibilities 11 4. 1 quectel responsibilities 11 4. 2 activecare, inc. responsibilities 11 4. 3 unassigned responsibilities 11 5 objective 13 5. 1 design guidance 13 5. 1. 1 design targets 13 5. 1. 2 system accessibility 13 5. 1. 3 system reliability 13 6 development strategy 14 assumptions 15 6. 1 communications model 15 6. 2 remote control and management 15 6. 3 gps 16 6. 4 waterproof design 16 6. 5 software model 16 6. 6 servicability 16 6. 7 forward accomodation 16 7 functional milestones 17 executive summary 5 actviceca
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exhibit 10. 1statement of workforclinical trial supportthis statement of work ( “ sow ” ) is entered into on july 26, 2021, pursuant to a master services agreement dated april 1, 2020, ( the “ msa ” ) between neurorx, inc., now a wholly - owned subsidiary of nrx pharmaceuticals, inc. ( “ nrx ” ), and pilltracker ltd. ( “ pilltracker ” ) the terms and conditions of the msa are incorporated into this statement of work by reference. the scope of work outlined below is focused on support of inhaled zyesami in phase 2 / 3 clinical trials by monitoring patients in a sub - study of the avicovid - 2 clinical trial, in which pilltracker will continuously monitor sp02 and heart rate to determine the physiological effects of drug vs placebo. it includes pre - trial setup and deployment of pilltracker ’ s platform and devices, ongoing service and support to the avicovid - 2 clinical trial, and any necessary sourcing, logistics and distribution requirements needed to successfully support inhaled zyesami. this study is currently intended to take place in the united states at pre - enrolled sites that are already participating in the study. all costs detailed below are estimates based on supporting a study in u. s., and do not include additional deployments to other countries. the total project is scoped at 625 hours, and is divided into two phasese ( a ) pre - development and ( b ) implementation phases as follows : 1. pre - trial setup : the pilltracker development team will scout, procure, integrate and deploy an iot suite for the purposes of supporting the patient - use of inhaled zyesami in clinical trials. this includes setup of a mobile device management system, setup of a help - desk, software development and deployment configuration ( dev - ops ), and other pre - launch costs. if, during the setup phase, more than [ 10 ] hours of addition software development is required to adapt the software platform for the study, pilltracker will provide such development in excess of [ 10 ] hours on a time - and - materials basis at the following rates : ●a blended rate of $ 72 / hour for general development, and● $ 160 / hour for the time of a chief technology officer or senior software architect. with such additional development work to be subject to a budget agreed in writing with nrx.
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poolworks ( germany ) ltd. financial statements december 31, 2016 report of independent registered public accounting firm 2 balance sheets 3 statements of comprehensive income 4 statements of changes in members ’ equity 5 statements of cash flow 6 notes to the financial statements 7 1 report of independent registered public accounting firm to the board of directors momentous entertainment group, inc. sugar land, tx we have audited the accompanying balance sheets of poolworks ( germany ) ltd. ( the company ) as of december 31, 2016, and 2015, and the related statements of comprehensive income, stockholders'equity, and cash flows for the years then ended. these financial statements are the responsibility of the company's management. our responsibility is to express an opinion on these financial statements based on our audits. we conducted our audits in accordance with the standards of the public company accounting oversight board ( united states ). those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. an audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. we believe that our audit provides a reasonable basis for our opinion. in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the company as of december 31, 2016, and 2015, and the results of its operations and its cash flows for the years then, in conformity with u. s. generally accepted accounting principles. the accompanying financial statements have been prepared assuming that the company will continue as a going concern. as discussed in note 3 to the financial statements, the company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. management ’ s plans in regard to these matters are also described in note 3. the financial statements do not include any adjustments that might result from the outcome of this uncertainty. thayer o ’ neal company, llc / s / thayer o ’ neal company, llc houston, texas april 26, 2017 2 poolworks ( germany ) ltd. balance sheets december 31, 2016 and 2015 assets 2016 2015 current assets cash and cash equivalents $ 42, 909 $ 20, 993 accounts receivable, net 18, 190 154, 402 total current assets 61, 099 175, 395
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exhibit 10. 1 december 26, 2018 crypto dividends allocation scope of work www. kryptopal. io 515 e grant st, suite 150, phoenix az 85004 december 26, 2018 crypto dividends allocation scope of work www. kryptopal. io 515 e grant st, suite 150, phoenix az 85004 december 26, 2018 crypto dividends allocation scope of work december 26, 2018 crypto dividends allocation scope of work www. kryptopal. io 515 e grant st, suite 150, phoenix az 85004 www. kryptopal. io 515 e grant st, suite 150, phoenix az 85004 statement of work ( sow ) statement of work by and between kryptopal and sterling consolidated corp this statement of work ( “ sow ” ) is made and effective as of the 31st day of december 2018 ( “ effective date ” ) by and between sterling consolidated corp ( “ sterling ” ), located at 1105 green grove rd., neptune, nj 07753, usa and kryptopal inc ( “ kryptopal ” ) located at 515 e grant st, suite 150, phoenix az 85004, usa ( “ provider ” ) and defines the scope of services to be performed by the provider hereunder. all capitalized terms not otherwise defined herein will have the meanings given to them in the agreement. the services performed under this sow for sterling products development shall be performed at kryptopal locations. should provider ’ s locations be required to change to better serve sterling purposes ; said change will be mutually agreed upon and effected, the kryptopal team is pleased to present a proposal to sterling. as a proven provider in the development of blockchain and crypto related products and solutions, kryptopal is uniquely suited to provide a software solution focused on the specific needs of sterling. kryptopal has a dedicated team of resources providing these services. located in scottsdale, switzerland, bangkok and bangalore, kryptopal is able to leverage a cost - effective blended team to provide solutions at the right level of risk to meet the challenge. scope of work provider has been retained to provide software development support and assistance to develop sterling products. the current need is for web and blockchain and crypto resources, with likely scope expansion to additional skills as
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exhibit 10. 1 * certain identified information has been excluded from this exhibit because it is not material and is the type of information the registrant customarily and actually treats as private and confidential. redacted information is indicated by [ * * * ]. statement of work # 1 – foundry this statement of work # 1 ( “ sow ” ), effective as of the date of the last signature ( “ effective date ” ), is between microsoft corporation, a washington corporation ( “ microsoft ” ) and applied optoelectronics, inc., a delaware corporation ( “ supplier ” ). the sow is issued under and subject to the microsoft corporation purchase order terms & conditions, as amended by the parties and attached hereto for convenience as appendix c ( “ agreement ” ). defined terms used, but not defined, in this sow will have the meanings assigned to them in the agreement. goods ( as defined in the agreement ) will include [ * * * ]. the terms in the sow will take precedence over conflicting terms in the agreement only for the activities performed in connection with this sow. this sow consists of : • the terms and conditions below ; • ( [ * * * ] specifications ; and • version [ * * * ] ) • the terms and conditions below ; • the terms and conditions below ; • ( [ * * * ] specifications ; and ( [ * * * ] specifications ; and • version [ * * * ] ) version [ * * * ] ) address and contact details “ microsoft ” “ supplier ” [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] “ microsoft ” “ supplier ” “ microsoft ” “ supplier ” [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ]
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exhibit 10. 2 pursuant to 17 cfr 20. 24b - 2, confidential information has been omitted in places marked " * * * " and has been filed separately with the securities and exchange commission pursuant to a confidential treatment request with the commission. pursuant to 17 cfr 20. 24b - 2, confidential information has been omitted in places marked " * * * " and has been filed separately with the securities and exchange commission pursuant to a confidential treatment request with the commission. statement of work biocryst pharmaceuticals contract hhso100201500007c bcx4430 nda enabling cmc and non - clinical toxicology studies preamble independently and not as an agent of the government, the contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the government as needed to perform the statement of work submitted in response to the barda broad agency announcement ( baa ) cbrn - baa - 10 - 100 - sol - 00013. the government reserves the right to modify the milestones, progress, schedule, budget, or deliverables to add or delete deliverables, process, or schedules if the need arises. because of the nature of this research and development ( r & d ) contract and the complexities inherent in this and prior programs, at designated milestones the government will evaluate whether work should be redirected, removed, or whether schedule or budget adjustments should be made. overall objectives and scope the overall objective of this contract is to advance the development of bcx4430, a novel small molecule nucleoside with broad spectrum antiviral activity being developed for diseases caused by rna pathogens. bcx4430, an inhibitor of viral rna – dependent rna polymerase ( rdrp ), is the lead compound in our broad - spectrum antiviral program to meet the need for a parenteral, direct - acting antiviral medical countermeasure ( mcm ) having efficacy across multiple viruses. the scope of work for this contract includes preclinical and manufacturing development activities that fall into the following areas : manufacturing of clinical trial material, manufacturing process improvements and development, non - clinical toxicology studies ; and all associated regulatory, quality assurance, management, and administrative activities. the proposed activities take into account the ebola virus disease ( evd ) outbreak in west africa. the r & d effort will contribute toward an nda filing for bc
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