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subscription
exhibit 10. 4 15 july 2019 kbs us prime property management pte. ltd. 1 raffles place # 40 - 01 one raffles place singapore 048616 kbs reit properties ill llc 800 newport center drive suite 700, newport beach california 92660 dear sirs prime us reit - side letter to kbs subscription agreement 1. we refer to the subscription agreement ( the " subscription agreement " ) dated 27 june 2019 entered into between kbs us prime property management pte. ltd., as manager of prime us reit ( the " manager " ) and kbs reit properties ill llc ( the " investor " ) in relation to the subscription of 228, 408, 999 units in prime us reit ( " subscription units " ) by the investor. 1. 1. we refer to the subscription agreement ( the " subscription agreement " ) dated 27 june 2019 entered into between kbs us prime property management pte. ltd., as manager of prime us reit ( the " manager " ) and kbs reit properties ill llc ( the " investor " ) in relation to the subscription of 228, 408, 999 units in prime us reit ( " subscription units " ) by the investor. we refer to the subscription agreement ( the " subscription agreement " ) dated 27 june 2019 entered into between kbs us prime property management pte. ltd., as manager of prime us reit ( the " manager " ) and kbs reit properties ill llc ( the " investor " ) in relation to the subscription of 228, 408, 999 units in prime us reit ( " subscription units " ) by the investor. 2. we refer to clause 6. 1. 16 of the subscription agreement and acknowledge and agree that the investor has or will be granted a waiver by the trustee of prime us reit ( on the recommendation of the manager ) allowing the investor to own up to a 33. 3 % ( instead of up to 26. 0 % ) interest in prime us reit. 2. 2. we refer to clause 6. 1. 16 of the subscription agreement and acknowledge and agree that the investor has or will be granted a waiver by the trustee of prime us reit ( on the recommendation of the manager ) allowing the investor to own up to a 33. 3 % ( instead of up to 26. 0 % ) interest in prime us reit. we refer to clause 6. 1. 16 of
700
subscription
1 1 1 2 2 2 3 3 3 4 4 4 5
701
subscription
exhibit 10. 1 exhibit 10. 1 exhibit 10. 1 seaboard triumph foods, llc amendment to exhibit a to subscription agreement seaboard triumph foods, llc ( β€œ stf ” ), triumph foods, llc ( β€œ tf ” ) and seaboard foods of iowa, llc ( formerly known as seaboard tf holdings, llc ) ( β€œ sf ” ), agree and consent to the amendment and restatement of exhibit a to the seaboard triumph foods, llc subscription agreement dated may 13, 2015 ( the β€œ subscription agreement ” ) by and between seaboard triumph foods, llc ( the β€œ company ” ) and sf, to be replaced by exhibit a attached hereto. date : february 29, 2016 seaboard triumph foods llc by : / s / terry j. holton name : terry j. holton title : vice president seaboard foods of iowa llc by : / s / robert l. steer name : robert l. steer title : vice president triumph foods, llc by : / s / mark s. campbell name : mark s. campbell title : chief executive officer seaboard triumph foods, llc amendment to exhibit a to subscription agreement seaboard triumph foods, llc ( β€œ stf ” ), triumph foods, llc ( β€œ tf ” ) and seaboard foods of iowa, llc ( formerly known as seaboard tf holdings, llc ) ( β€œ sf ” ), agree and consent to the amendment and restatement of exhibit a to the seaboard triumph foods, llc subscription agreement dated may 13, 2015 ( the β€œ subscription agreement ” ) by and between seaboard triumph foods, llc ( the β€œ company ” ) and sf, to be replaced by exhibit a attached hereto. date : february 29, 2016 seaboard triumph foods llc by : / s / terry j. holton name : terry j. holton title : vice president seaboard triumph foods llc by : / s / terry j. holton name : terry j. holton title : vice president seaboard triumph foods llc seaboard triumph foods llc by : by : / s / terry j. holton / s / terry j. holton name : name : terry j. holton terry j. holton title : title : vice president vice president seaboard foods of iowa llc by : / s / robert l. steer name : robert l. steer title : vice president seaboard foods of iowa llc by : / s / robert l. steer name : robert l.
702
subscription
exhibit 10. 1 2017 consolidated conversion and subscription agreement this 2017 consolidated conversion and subscription agreement ( the β€œ agreement ” ) is made as of this 31st day of january, 2018 by and between enerteck corporation, a delaware corporation ( the β€œ company ” ), on the one hand, and thomas donino, an individual ( β€œ thomas ” ), and loren donino, an individual ( β€œ loren ” ) ( thomas and loren together referred to herein as β€œ donino ” ), on the other hand. recitals whereas, on july 10, 2010, donino advanced to the company the principal amount of $ 100, 000 bearing interest at 8. 0 % per annum ( the β€œ 2010 advance ” ) ; whereas, on december 31, 2012, donino advanced to the company in the principal amount of $ 50, 000 bearing interest at 8. 0 % per annum ( the β€œ 2012 advance ” ) ; whereas, as of the date hereof, accrued and unpaid interest on the 2010 advance and 2012 advance totals $ 107, 846 ( the β€œ accrued interest ” ) ; whereas, on july 29, august 27, october 29, and december 2, 2015, donino contributed to the company $ 50, 000, $ 50, 000, $ 60, 000 and $ 40, 000, respectively, for an aggregate of $ 200, 000, bearing no interest expected to be applied to stock subscriptions to be issued at a future date ( the β€œ 2015 contributions ” ) ; whereas, on february 9, february 23, april 15, june 27, august 19, september 19 and october 26, and november 30, 2016, donino contributed to the company $ 100, 000, $ 50, 000, $ 75, 000, $ 50, 000, $ 50, 000, $ 50, 000, $ 25, 000 and $ 30, 000, respectively, for an aggregate of $ 430, 000 bearing no interest expected to be applied to stock subscriptions to be issued at a future date ( the β€œ 2016 contributions ” ) ; whereas, on january 5, february 1, february 28, april 3, april 27, june 23, july 21, and october 24, 2017, donino contributed to the company $ 38, 750, $ 30, 000, $ 22, 500, $ 50, 000, $ 30, 000, $ 40, 000, $ 3, 000 and $ 50, 000, respectively, for an aggregate of $ 264,
703
subscription
exhibit 10. 1 conformed copy dated 19th june 2004 pansy ho grand paradise macau limited, a corporation organized under the laws of the isle of man mgmm macau, ltd., a corporation organized under the laws of the isle of man mgm mirage macau, ltd., a corporation organized under the laws of the isle of man mgm mirage, a corporation organized under the laws of the state of delaware and mgm grand paradise limited, a corporation organized under the laws of macau s. a. r. amended and re - stated subscription and shareholders agreement exhibit 10. 1 conformed copy dated 19th june 2004 pansy ho grand paradise macau limited, a corporation organized under the laws of the isle of man mgmm macau, ltd., a corporation organized under the laws of the isle of man mgm mirage macau, ltd., a corporation organized under the laws of the isle of man mgm mirage, a corporation organized under the laws of the state of delaware and mgm grand paradise limited, a corporation organized under the laws of macau s. a. r. amended and re - stated subscription and shareholders agreement conformed copy dated 19th june 2004 pansy ho grand paradise macau limited, a corporation organized under the laws of the isle of man mgmm macau, ltd., a corporation organized under the laws of the isle of man mgm mirage macau, ltd., a corporation organized under the laws of the isle of man mgm mirage, a corporation organized under the laws of the state of delaware and mgm grand paradise limited, a corporation organized under the laws of macau s. a. r. amended and re - stated subscription and shareholders agreement dated 19th june 2004 pansy ho grand paradise macau limited, a corporation organized under the laws of the isle of man mgmm macau, ltd., a corporation organized under the laws of the isle of man mgm mirage macau, ltd., a corporation organized under the laws of the isle of man mgm mirage, a corporation organized under the laws of the state of delaware and mgm grand paradise limited, a corporation organized under the laws of macau s. a. r. amended and re - stated subscription and shareholders agreement pansy ho grand paradise macau limited, a corporation organized under the laws of the isle of man mgmm macau, ltd., a corporation organized under the laws of the isle of man mgm mirage macau, ltd., a corporation organized under the laws of the isle of man mgm mirage, a corporation organized under the laws of the state of delaware and mgm grand paradise
704
subscription
list of accredited investors investor subscription amount shares harold wrobel $ 350, 000 1, 000, 000 flavigny, llc $ 250, 000 714, 286 andrew tobias $ 100, 000 285, 715 joseph w. kaempfer, jr. $ 100, 000 285, 715 lewis titterton $ 50, 000 142, 858 judson longaker $ 50, 000 142, 858 list of accredited investors investor subscription amount shares harold wrobel $ 350, 000 1, 000, 000 flavigny, llc $ 250, 000 714, 286 andrew tobias $ 100, 000 285, 715 joseph w. kaempfer, jr. $ 100, 000 285, 715 lewis titterton $ 50, 000 142, 858 judson longaker $ 50, 000 142, 858 investor subscription amount shares harold wrobel $ 350, 000 1, 000, 000 flavigny, llc $ 250, 000 714, 286 andrew tobias $ 100, 000 285, 715 joseph w. kaempfer, jr. $ 100, 000 285, 715 lewis titterton $ 50, 000 142, 858 judson longaker $ 50, 000 142, 858 investor investor subscription amount subscription amount shares shares harold wrobel harold wrobel $ 350, 000 1, 000, 000 flavigny, llc flavigny, llc $ 250, 000 714, 286 andrew tobias andrew tobias $ 100, 000 285, 715 joseph w. kaempfer, jr. joseph w. kaempfer, jr. $ 100, 000 285, 715 lewis titterton lewis titterton $ 50, 000 142, 858 judson longaker judson longaker $ 50, 000 142, 858
705
subscription
exhibit 10. 5 form of indemnity agreement this indemnity agreement ( this β€œ agreement ” ) is made as of june 7, 2021, by and between spk acquisition corp., a delaware corporation ( the β€œ company ” ), and the undersigned indemnitee ( β€œ indemnitee ” ). recitals whereas, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations. whereas, the board of directors of the company ( the β€œ board ” ) has determined that, in order to attract and retain qualified individuals, the company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the company and its subsidiaries ( as defined below ) from certain liabilities. although the furnishing of such insurance has been a customary and widespread practice among united states - based corporations and other business enterprises, the company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. at the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time - consuming litigation relating to, among other things, matters that traditionally would have been brought only against the company or business enterprise itself. the amended and restated certificate of incorporation ( the β€œ charter ” ) and the bylaws ( the β€œ bylaws ” ) of the company require indemnification of the officers and directors of the company. indemnitee may also be entitled to indemnification pursuant to applicable provisions of the delaware general corporation law ( β€œ dgcl ” ). the bylaws and the dgcl expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights. whereas, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons. whereas, the board has determined that the increased difficulty in attracting and retaining
706
subscription
exhibit 10. 4 advanced credit technologies, inc. subscription agreement advanced credit technologies, inc. subscription agreement information roy aafredt po box 96 eden, sd. 57232 $ 25, 000 11 / 2009 250, 000 common shares $ 10, 000 08 / 2010 100, 000 common shares 701 # # # - # # # - # # # # consulting 100, 000 common shares richard wagner 1350 3rd ave south fargo, nd. 58103 $ 10, 000 01 / 2010 100, 000 common shares 701 # # # - # # # - # # # # paul staffile 14303 patty berg drive fort meyers, fl. 33919 $ 5000 02 / 2010 50, 000 common shares 239 # # # - # # # - # # # # j. michael cullen 3032 23rd ave sw fargo, nd. 58103 $ 10, 000 03 / 2010 100, 000 common shares 701 # # # - # # # - # # # # todd thomas 8407 haeg drive bloomington, mn. 55431 $ 7500 03 / 2010 75, 000 common shares $ 2500 07 / 2010 25, 000 common shares 952 # # # - # # # - # # # # edward roos 5415 sw 22nd ave cape coral, fl. 33917 $ 5000 03 / 2010 50, 000 common shares 239 # # # - # # # - # # # # tabatha & eric melby $ 5000 04 / 2010 50, 000 common shares 17945 230th ave detroit lakes, mn. 56501 218 # # # - # # # - # # # # karl & joni benardchik 17160 county road 2 walcott, nd. 58077 $ 6000 04 / 2010 60, 000 common shares 701 # # # - # # # - # # # # charles gillette 3905 24th st sioux falls, sd. 57103 $ 10, 000 05 / 2010 100, 000 common shares 605 # # # - # # # - # # # # craig tevedahl 11059 sd highway 27 britton, sd. 57430 $ 5000 05 / 2010 50, 000 common shares 605 # # # - # # # - # # # # pablo silva 1327 se 25th terrace cape coral, fl. 33904 $ 5000 05 / 2010 50, 000 common shares 239 # # # - # # # - # #
707
subscription
exhibit 10. 11 customer subscription agreement page 1 customer subscription agreement page 1 customer subscription agreement page 1 customer subscription agreement kvcore platform for enterprise customer information company name : fathom realty customer name : josh harley / marco fregenal phone 1 : 214 # # # - # # # - # # # # phone 2 : 919 # # # - # # # - # # # # email : * * * @ * * * website url : http : / / fathomrealty. com office address : cary, nc - multiple office locations package options included the kvcore platform for all agents additional enterprise features - leadengine - websites & idx homesearch - smartcrm - listings crm - transactions integrations - marketing autopilot - business analytics - marketplace - company wordpress website - data & integration support - enterprise'white - label'platform -'company cloud'and sso dashboard - advanced company lead routing - transaction & back - end integrations optional enterprise add - ons ( additional cost ) mobile apps for all agents - team add - ons - kvcore mobile app for agents - integrated mobile dialer - millions mapped ( as available ) - klient ( as available ) - marketing & seo services - additional customization options the kvcore platform for all agents additional enterprise features the kvcore platform for all agents additional enterprise features - leadengine - websites & idx homesearch - smartcrm - listings crm - transactions integrations - marketing autopilot - business analytics - marketplace - company wordpress website - data & integration support - enterprise'white - label'platform -'company cloud'and sso dashboard - advanced company lead routing - transaction & back - end integrations optional enterprise add - ons - leadengine - websites & idx homesearch - smartcrm - listings crm - transactions integrations - marketing autopilot - business analytics - marketplace - company wordpress website - data & integration support - enterprise'white - label'platform -'company cloud'and sso dashboard - advanced company lead routing - transaction & back - end integrations optional enterprise add - ons ( additional cost ) ( additional cost ) mobile apps for all agents - team add - ons mobile apps for all agents - team add - ons - kvcore mobile app for agents - integrated mobile dialer - millions mapped ( as available ) - klient ( as available ) - marketing & seo
708
subscription
exihibit 10. 17 harris stratex networks annual incentive plan 1. purpose of the plan. the purpose of the harris stratex networks annual incentive plan is to promote the growth and performance of the company by : ( i ) linking a portion of the total annual compensation for certain key employees to attainment of such business objectives as shall be approved for each performance period ; and ( ii ) assisting in the attraction, retention and motivation of certain key employees. 2. definitions. wherever the following capitalized terms are used in the plan, they shall have the meanings specified below : β€œ affiliate ” means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common control with the company. β€œ award ” means a right to receive a cash incentive payment pursuant to the terms and conditions of the plan. β€œ board ” means the board of directors of the company. β€œ change of control ” means the occurrence of any of the following unless both ( i ) immediately prior to such occurrence harris corporation ( β€œ harris ” ) owns more than 30 % of the total combined voting power of the company ’ s outstanding securities and ( ii ) immediately after such occurrence ( and the exercise or lapse of any rights triggered by such occurrence ) harris owns a majority of such total combined voting power of the outstanding capital stock of the company : ( a ) any a merger or consolidation of the company into another person ( i. e., which merger or consolidation the company does not survive ) or the sale, transfer, or other disposition of all or substantially all of the company ’ s assets to one or more other persons in a single transaction or series of related transactions ( an β€œ acquisition ” ) or a share exchange, unless immediately following such acquisition or share exchange at least 50 % of the total voting power ( in respect of the election of directors, or similar officials in the case of an entity other than a corporation ) of ( i ) the entity resulting from such acquisition or share exchange, or the entity which has acquired all or substantially all of the assets of the company ( in the case of an asset sale that satisfies the performance criteria of an acquisition ) ( in either case, the β€œ surviving entity ” ), or ( ii ) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership ( within the meaning of rule 13d - 3 promulgated under the exchange act ) of 50 % or more of the total voting power ( in
709
subscription
rpac racing, llc subscription agreement for preferred units of rpac racing, llc this subscription agreement for preferred units ( the " agreement " ), dated as of december 1, 2021, is by and between warp speed, llc, a nevada limited liability company ( the " buyer " ), maurice j. gallagher, jr., an individual citizen of nevada and ultimate parent of buyer ( " gallagher " ) and rpac racing, llc, a delaware limited liability company ( the " company " ), and is executed and delivered in connection with a private offering ( the " offering " ) of 9, 999 units of membership interests in the company ( the " preferred units " ), which will represent 99. 99 % of the preferred units of the company, in exchange for the consideration set forth below. background a. the company is engaged in the business of owning, operating and promoting the no. 43 race car and team and the no. 51 race car and team ( collectively, the " team " ) participating in the nascar cup series ( the " series " ), as well as one hundred percent of the interests of petty ware racing, llc, a north carolina limited liability company ( " petty ware racing " ), which owns and operates charter no. 2 ( as defined below ) ( the " business " ). b. substantially concurrently with the closing, the buyer will enter into that certain ( i ) membership interest purchase agreement ( the " medallion mipa " ), dated as of the date hereof, among the medallion entities, the company and the buyer pursuant to which the medallion entities sell their membership interests in the company ; and ( ii ) membership interest purchase agreement ( the " moffitt mipa " ), dated as of the date hereof, among the moffitts, the company and the buyer pursuant to which the moffitts sell their membership interests in the company. c. the buyer and gallagher will enter into that certain membership interest purchase agreement ( the " richard petty revocable trust mipa " and, together with the medallion mipa and the moffitt mipa, the " mipas " ), dated as of the date hereof, among the richard petty revocable trust, the company and the buyer pursuant to which the richard petty revocable trust sells all but 1 unit of its membership interests in the company. d. the company has exercised its right pursuant to section 12. 9 of that certain amended and restated
710
subscription
( if no exceptions, write β€œ none. ” if left blank, response will be deemed to be β€œ none. ” ) jpmorgan chase bank, n. a. aba # 021000021 account name : savient pharmaceuticals, inc. account number : 806021036 attention : audrey cohen tel : ( 212 ) 623 - 5078 exhibit a
711
subscription
exhibit 10. 84 subscription agreement comstock investors viii, l. c. c / o comstock holding companies, inc., manager 1886 metro center drive, 4th floor th reston, virginia 20190 attention : jubal r. thompson, general counsel the undersigned subscriber ( β€œ subscriber ” ) acknowledges that he / she / it has received and reviewed the introduction and risk disclosure and operating agreement of comstock investors viii, l. c., a virginia limited liability company ( the β€œ company ” ), including the exhibits thereto ( the β€œ company operating agreement ” ), relating to the offering of the company ’ s class b units, as described in the company operating agreement ( the β€œ interests ” ), and has reviewed them in conjunction with the risk disclosures for the manager of the company, comstock holding companies, inc. ( β€œ comstock ” or β€œ manager ” ), as contained in the latest annual report filed on form 10 - k, which can be found online at www. sec. gov or at the manager ’ s investors relations homepage found at www. comstockhomes. com. subscriber also understands that certain portions of the materials provided to subscriber describing the investment contain forward - looking statements within the meaning of the federal securities laws. these statements include, but are not limited to, those identified by such words as β€œ may ”, β€œ will ”, β€œ expect ”, β€œ project ”, β€œ anticipate ”, β€œ estimate ”, β€œ believe ”, β€œ intend ”, β€œ plan ”, β€œ should ”, β€œ seeks ” and other similar terminology. these forward - looking statements reflect the company ’ s and / or the manager ’ s current expectations and assumptions regarding future events and operating and financial performance. however, actual results are subject to risks and uncertainties, which could cause actual results to differ materially from those contained in the forward - looking statements. neither the company nor the manager assumes any obligation to update any of the forward - looking statements. subscriber understands that the interest ( s ) are being offered ( the β€œ offering ” ) to a small number of investors on the terms and in the manner described herein and in the company operating agreement. subscriber also understands that any promotional materials received in conjunction with the offering are for marketing and promotional purposes only, and subscriber understands and agrees that he / she / it cannot rely on such promotional materials to explain all terms and
712
subscription
exhibit 10. 11 subscription agreement mobiquity technologies, inc. 35 torrington lane shoreham, ny 11786 ladies and gentlemen : mobiquity technologies, inc., a new york corporation ( the β€œ company ” ) is seeking to raise funds on a β€œ best efforts ” basis through the sale of convertibles notes at a purchase price of $ 50, 000 per note. each note consists of an unsecured convertible promissory note in the amount of $ 50, 000 ( hereinafter referred to as the β€œ notes ” ) the notes will be due and payable on june 30, 2022 ( the β€œ maturity date ” ). the notes will bear interest at the rate of 10 % per annum through the maturity date. the notes are convertible through the maturity date at the option of the subscriber at a conversion price per share equal to a thirty ( 30 % ) percent discount to the sixty ( 60 ) day average closing close from the date of conversion, which shall have a minimum floor price equal to four ( $ 4 ) dollars per share ( minimum β€œ floor ” is the price per share that shares cannot be converted below ). at the earlier of the maturity date or the date of conversion, subscriber shall be entitled to interest paid in restricted shares of common stock at the rate of 10 % per annum based upon the conversion price per share. for example, if the noteholder elects to convert and the 60 - day average closing price for mobq shares are equal to $ 7. 00 per share, then the conversion price would be equal to 70 % of $ 7. 00 ( 30 % discount ) and would be $ 4. 90. for additional clarity, if the 60 - day average closing price were $ 5. 00 per share, the conversion price would be $ 4. 00 ( β€œ floor ” ), because 70 % of $ 5. 00 equals $ 3. 50, which is below the minimum floor price. in the event the company elects to prepay the note prior to the maturity date, the company shall provide at least 30 days prior written notice to the subscriber giving the subscriber the opportunity to convert the notes. in the event the notes are not repaid on or before the maturity date, then the principal of the note and the accrued interest shall automatically convert on july 01, 2022 at a conversion price of $ 4. 00 per share. the term β€œ securities ” shall include the units, notes
713
assignment-agreements
exhibit 10. 2 assignment and assumption agreement this assignment and assumption agreement ( this " agreement " ) is made effective as of the 30th day of june, 2016, by and between new age beverages, l. l. c., a colorado limited liability company ( " nab " ), new age properties, llc, a colorado limited liability company ( " nap " ), aspen pure, llc, a colorado limited liability company, and xing beverage, llc, a colorado limited liability company ( " xing " and together with nap and nab, the " sellers " or " assignors " ) and bucha, inc., a washington corporation ( the " assignee " or " buyer " ). all capitalized terms not defined herein shall have the meanings assigned to them in that certain asset purchase agreement, dated as of the date hereof, by and between buyer and sellers ( the " purchase agreement " ). 1. assignment. subject to the terms and conditions of the purchase agreement, assignors do hereby assign, grant, transfer and set over unto the assignee all of assignors'rights, benefits, privileges, causes of action and remedies under all of the contracts listed on exhibit g to the purchase agreement ( the " assigned contracts " ), as well as all of the purchased assets, together with such other rights, causes of action and remedies as may arise by operation of law, in law or equity, in connection with any of such assigned contracts and purchased assets. 2. assumption of liabilities. subject to the matters set forth herein and in accordance with, and subject to, the provisions of the purchase agreement, buyer hereby assumes the assumed liabilities. 3. excluded liabilities. seller shall retain, and shall be responsible for paying, honoring and discharging, as and when due, all excluded liabilities. nothing set forth herein shall be construed to result in the assumption by buyer of any excluded liabilities. 4. further actions. at any time, and from time to time, after the date hereof : ( a ) sellers shall execute and deliver or cause to be executed and delivered to buyer such other instruments and take such other action, all as buyer may reasonably request, in order to carry out the intent and purpose of this agreement ; and ( b ) buyer shall execute and deliver or cause to be executed and delivered to sellers such other instruments and take such other action, all as sellers
714
assignment-agreements
assignment agreement this assignment of licensing agreements ( the β€œ agreement ” ) entered into this 19th day of june, 2012, by and between tellus engineering ltd. ( business registration number 1509522 ), hong kong corporation whose address is 7 / f, kin on commercial building 49 - 51 hong kong ( the β€œ assignor ” ), fresh traffic group, inc. ( business registration number e0206632007 - 4 ), a nevada corporation, whose address is 4960 s. gilbert road, suite 1 - 111, chandler, az 85249 ( the β€œ assignee ” ) ; this assignment of licensing agreements ( the β€œ agreement ” ) entered into this 19th day of june, 2012, by and between tellus engineering ltd. ( business registration number 1509522 ), hong kong corporation whose address is 7 / f, kin on commercial building 49 - 51 hong kong ( the β€œ assignor ” ), fresh traffic group, inc. ( business registration number e0206632007 - 4 ), a nevada corporation, whose address is 4960 s. gilbert road, suite 1 - 111, chandler, az 85249 ( the β€œ assignee ” ) ; whereas, assignor holds licensing agreements for north american and the balkans granted by assignor from ooo ” sgpstroy ” ( the β€œ licensing agreements ” ) for certain technology models defined as aist - 200, aist - 1000, aist - 1300 and other future modifications / improvement of the aist base model more particularly described in schedules a and b appended hereto ( the β€œ technology ” ) and upon the terms and conditions set forth below, assignor desires to sell and assign all of the rights in and to such licensing agreements granted to assignor to assignee, such that, following such transaction, assignee will hold all rights and interest in and to the licensing agreements to the technology now therefore, in consideration of the mutual covenants, agreements, representations and warranties contained in this agreement, the parties hereto agree as follows : 1. terms of assignment 1. 1 sale and assignment of licensing agreement. subject to the terms and conditions herein set forth, assignor hereby agrees to sell and assign and assignee hereby agrees to purchase from assignor all rights and interest in and to the licensing agreements. 1. 2 consideration. the consideration for the sale and assignment of the licensing agreements from assignor to assignee shall be : 1.
715
assignment-agreements
exhibit 10. 3 assignment of operating rights interest that, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned, cgm, lp, a delaware limited partnership, whose address is 3050 post oak boulevard, suite 850, houston, texas, 77056 ( the β€œ assignor ” ), the present owner and holder of a certain operating rights interest ( as defined below ) in and to the hereinafter identified oil and gas lease, does hereby grant, bargain, sell, assign and convey unto contango operators, inc., a delaware corporation, whose address is 3700 buffalo speedway, suite 960, houston, texas, 77098 ( the β€œ assignee ” ), subject to the terms and conditions hereinafter set forth, an undivided 3. 72722 % operating rights interest in and to the following identified oil and gas lease limited to the depths described ( the β€œ lease ” ), including, without limitation, any and all wells, caissons, platforms, pipelines, facilities, equipment and related assets appurtenant to such lease together with all oil, gas and / or condensate produced therefrom ( collectively, the β€œ assigned interests ” ) : oil and gas lease of submerged lands under the outer continental shelf lands act, bearing serial number ocs - g 23851, effective july 1, 2002, by and between the united states of america, as lessor, and union oil company of california, as lessee, covering that portion of block 10, eugene island area, ocs leasing map, louisiana map no. 4, seaward of the 1975 supreme court decree line specifically described in said lease, containing approximately 2, 302. 65 acres, limited in depth from the surface of the earth down to 100 ’ below the stratigraphic equivalent of 15, 593 ’ tvd as seen in the log for eugene island area, block 10 # 1 well ( api 17 - 709 - 41450 - 00 ). the term β€œ operating rights interest ”, as used herein, shall mean the right to drill for, produce, remove, own and dispose of oil, gas and / or condensate that may be found on and produced from the lease. to have and to hold the assigned interests unto assignee and its successors and assigns forever, together with all rights and privileges appurtenant thereto. assign
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assignment-agreements
this membership transfer and assignment agreement ( β€œ agreement ” ) dated as of the _ _ _ day of _ _ _ _ _ _, 2018 ( the β€œ effective date ” ) among : miranda u. s. a., inc., a wholly owned nevada corporation of miranda gold corp. ( β€œ miranda ” ) ; gold torrent, inc., nevada corporation and gold torrent canada, a british columbia, canada corporation ( together β€œ gold torrent ” ) ; crh funding ii pte. ltd, a singapore private limited company ( the β€œ crhf ” ) ; – and – alaska gold torrent llc, an alaska limited liability company ( the β€œ company ” and together with miranda, gold torrent and crhf, the β€œ parties ” ) witnesses that : whereas the company is an alaska limited liability company and owns certain fee property and leases certain patented mining claims and state of alaska unpatented mining claims pursuant to a lease, which properties are located in the willow creek mining district, alaska, and is developing a mining project on such properties ( the β€œ project ” ) ; and whereas miranda and gold torrent formed the company for the purposes of developing the project and miranda and gold torrent are the members of the company and are parties to that certain limited liability company operating agreement dated effective as of february 9, 2017 ( the β€œ operating agreement ” ) ; and whereas miranda owns thirty percent ( 30 % ) of the membership interest in the company ( the β€œ miranda interests ” ) and gold torrent owns seventy percent ( 70 % ) the membership interests in the company ( the β€œ gt interests ” ), and together own all of the issued and outstanding interests of the company ; and whereas gold torrent arranged for that certain gold and silver prepayment agreement between the company and crhf, dated february 13, 2017 ( the β€œ purchase agreement ” ), under which crfh agreed to provide certain financing in order to fund the development of the project and invest up to a maximum of $ 11. 25 million in the company, subject at all times to the satisfaction of certain terms and conditions set forth in the purchase agreement ; and whereas the company has agreed to sell to crhf an amount of refined minerals ( as defined in the purchase agreement ) and satisfy certain obligations and conditions, as set forth and in accordance with the terms and conditions of the purchase agreement ; and whereas crhf advanced the company a total of $ 6, 500, 000 under the terms
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exhibit 10. 8 assignment and assumption of rights under shopping center purchae agreement for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, phillips edison group llc, an ohio limited liability company ( β€œ assignor ” ), hereby assigns, transfers and sets over to snow view station llc ( β€œ assignee ” ), all of assignor ’ s right, title, and interest as purchaser in and to that certain shopping center purchase agreement dated august 26, 2010, as amended ( β€œ agreement ” ) with eig snow view plaza, llc, an indiana limited liability company ( β€œ seller ” ), as seller, with respect to the land and improvements thereon located in parma, ohio, more particularly described in the agreement, including, but not limited to, its right, title and interest in and to the deposit ( as defined in the agreement ). phillips edison group, llc, an ohio limited liability company by : / s / robert f. myers robert f. myers chief operating officer the undersigned, assignee, hereby accepts the foregoing assignment and hereby assumes and agrees to perform all of assignor ’ s obligations under the agreement and hereby releases, indemnifies and holds assignor harmless from any loss, cost, liability or expense which may be suffered by assignor in connection with such agreement, except for any such loss, cost, liability or expense resulting from the acts of assignor in connection with the agreement taken prior to the date of this assignment without the applicable authorization or consent of the undersigned. / s / john b. bessey
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witnesses : assignor : american natural energy corporation printed name by : / s / steven p. ensz steven p. ensz, vice president printed name / s / steven p. ensz witnesses : assignee : dune properties, inc. printed name by : / s / james a. watt james a. watt, president printed name / s / james a. watt notary public in and for the state of texas notary public in and for notary public in and for the state of texas notary public in and for exhibit a to assignment, conveyance and bill of sale by and between american natural energy corporation, as assignee, and dune energy, inc. as assignor oil, gas and mineral lease dated november 14, 1941, executed by delta securities company, inc., as lessor, in favor of gulf refining company, as lessee, recorded november17, 1941, under entry no. 1458, cob ss, page 382, st. charles parish, louisiana, currently covering and affecting 1, 319. 991 acres, more or less, more particularly described as follows : exhibit b to assignment, conveyance and bill of sale by and between american natural energy corporation, as assignee, and dune energy, inc. as assignor exhibit c to assignment, conveyance and bill of sale by and between american natural energy corporation, as assignee, and dune energy, inc. as assignor
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2 ) b. smc will reserve a royalty consisting of 5 % of the net smelter returns ( as defined in schedule β€œ a ” hereto ” ) in favour of nmc or its designates. searchlight minerals corp. by its authorized signatory : / s / ian mcneil signature of authorized signatory ian macneil name of authorized signatory president position of authorized signatory nanominerals corp. by its authorized signatory : / s / chuck ager signature of authorized signatory chuck ager name of authorized signatory chairman position of authorized signatory / s / ian mcneil ian macneil president / s / chuck ager chuck ager chairman schedule a to the second amendment to assignment agreement dated october 24, 2005 ( i ) in the case of the sale of bullion, refining charges ( including penalties ) only ; ( ii ) in the case of the sale of concentrates, smelting and refining charges, penalties and the cost of transportation, including related insurance, of such concentrates from the property to any smelter or other purchaser ; and ( iii ) in the case of ores shipped to a purchaser, refining charges for bullion and charges for smelting, refining and the cost of transportation, including related insurance, from the mill to any smelter or other purchaser for concentrates.
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assignment-agreements
when recorded, mail to : the digital development group corp. attn : [ _ _ _ _ _ _ _ _ ] 6630 sunset blvd. los angeles, california 90028 exhibit 10. 15 deed of trust ( with assignment of rents ) this deed of trust ( this β€œ trust deed ” ), made this _ _ day of march 2013, is given by tonaquint, inc., a utah corporation, whose address is 303 east wacker drive, suite 1200, chicago, illinois 60601, as β€œ trustor, ” to [ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ], whose address is [ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ], as β€œ trustee, ” for the benefit of the digital development group corp., a nevada corporation, whose address is 6630 sunset blvd., los angeles, california 90028, as β€œ beneficiary. ” witnesseth : that trustor hereby conveys and warrants to trustee in trust, with power of sale, the following described property, situated in williamson county, state of tennessee : see exhibit a attached hereto. together with all of the following ( all of which, together with such real property described on exhibit a, is referred to herein collectively as the β€œ property ” ) : ( a ) all buildings, structures, and improvements of every nature whatsoever now or hereafter situated thereon ; ( b ) all rights of way, easements, tenements, hereditaments, privileges and appurtenances thereunto belonging, now or hereafter used or enjoyed with such property or any part thereof ; subject, however, to the right, power and authority hereinafter given to and conferred upon beneficiary to collect and apply rents, issues, and profits ; ( c ) all present and future right, title, and interest of trustor in and to all fixtures ( as that term is defined in the utah uniform commercial code ( the β€œ ucc ” ), and whether existing now or in the future ) now or in the future located at, upon, or about or affixed or attached to or installed in the real property described on exhibit a ; and ( d ) all insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, and any other rights to the payment of money with respect to the
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certain confidential portions of this exhibit were omitted and replaced with β€œ [ * * * ] ”. a complete version of this exhibit has been filed separately with the secretary of the securities and exchange commission pursuant to an application requesting confidential treatment pursuant to rule 24b - 2 promulgated under the securities exchange act of 1934, as amended. exhibit 10. 10 ( a ) execution version assignment agreement this assignment agreement ( β€œ agreement ” ) is entered into by and between dare bioscience, inc. ( β€œ dare ” ), having a place of business at 3655 nobel drive, suite 260, san diego, california 92122, and hammock pharmaceuticals, inc. ( β€œ hammock ” ), having a place of business at 16700 hammock creek place, charlotte, north carolina 28278, and is effective as of december 5, 2018 ( β€œ effective date ” ). background a. hammock, trilogic pharma, llc ( β€œ trilogic ” ) and milanapharm llc ( β€œ milanapharm, ” and together with trilogic, the β€œ licensors ” ) are parties to that certain exclusive license agreement dated january 9, 2017 ( β€œ milanapharm agreement ” ), a copy of which is attached hereto as exhibit a. a. a. hammock, trilogic pharma, llc ( β€œ trilogic ” ) and milanapharm llc ( β€œ milanapharm, ” and together with trilogic, the β€œ licensors ” ) are parties to that certain exclusive license agreement dated january 9, 2017 ( β€œ milanapharm agreement ” ), a copy of which is attached hereto as exhibit a. hammock, trilogic pharma, llc ( β€œ trilogic ” ) and milanapharm llc ( β€œ milanapharm, ” and together with trilogic, the β€œ licensors ” ) are parties to that certain exclusive license agreement dated january 9, 2017 ( β€œ milanapharm agreement ” ), a copy of which is attached hereto as exhibit a. b. dare wishes to take assignment of the milanapharm agreement from hammock, and hammock is willing to assign the milanapharm agreement to dare, all in accordance with the terms of this agreement and the first amendment to license agreement dated concurrently herewith by and among dare, trilogic pharma, llc and milanapharm llc
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assignment-agreements
exhibit 4. 2e assignment, assumption and amendment agreement this assignment, assumption and amendment agreement ( the β€œ agreement ” ) is made effective as of the effective time, by and among jazz pharmaceuticals, inc., a delaware corporation ( β€œ jpi ” ), jazz pharmaceuticals public limited company ( f / k / a azur pharma public limited company ), a public limited company formed under the laws of ireland ( β€œ new jazz ” ), and the undersigned holders ( the β€œ consenting holders ” ). recitals whereas, jpi and the investors are parties to that certain third amended and restated investor rights agreement made effective as of june 6, 2007 and as amended ( as amended, the β€œ investor rights agreement ” ). whereas, jpi, new jazz, jaguar merger sub inc., a delaware corporation and wholly owned subsidiary of new jazz ( β€œ merger sub ” ), and seamus mulligan, solely in his capacity as the representative for the indemnitors, entered into an agreement and plan of merger and reorganization, dated as of september 19, 2011 ( the β€œ merger agreement ” ), pursuant to which, among other things, merger sub will merge with and into jpi ( the β€œ merger ” ), with jpi as the surviving corporation in the merger as a wholly owned subsidiary of new jazz. at the effective time, among other things, ( x ) each share of the common stock, par value $ 0. 0001 per share, of jpi ( β€œ jpi common stock ” ) then issued and outstanding will be canceled and automatically converted into and become the right to receive one ordinary share, nominal value $ 0. 0001 per share, of new jazz ( β€œ new jazz ordinary shares ” ) and ( y ) each warrant to acquire jpi common stock outstanding as of immediately prior to the effective time will be converted into a warrant to acquire the number of new jazz ordinary shares equal to the number of shares of jpi common stock subject to such warrant immediately prior to the effective time, at an exercise price per new jazz ordinary share equal to the exercise price per share of jpi common stock otherwise purchasable pursuant to such warrant. whereas, the consenting holders acknowledge that new jazz has entered or intends to enter into a registration rights agreement in substantially the form attached as exhibit a hereto ( the β€œ azur rights agreement ” ) with the shareholders of new jazz prior to the merger ( the β€œ azur rights holders
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assignment-agreements
certain identified information has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. engine lease finance corporationas existing lessorcompanhia de transportes aereos air macau, sarlas lesseecontrail aviation leasing, llcas new lessorassignment, assumption and amendment agreement in respect of one ( 1 ) iae v2530 aircraft engine bearing manufacturer's serial number v10150 certain identified information has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. engine lease finance corporationas existing lessorcompanhia de transportes aereos air macau, sarlas lesseecontrail aviation leasing, llcas new lessorassignment, assumption and amendment agreement in respect of one ( 1 ) iae v2530 aircraft engine bearing manufacturer's serial number v10150 certain identified information has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. engine lease finance corporationas existing lessorcompanhia de transportes aereos air macau, sarlas lesseecontrail aviation leasing, llcas new lessor engine lease finance corporation as existing lessor companhia de transportes aereos air macau, sarl as lessee contrail aviation leasing, llc as new lessor assignment, assumption and amendment agreement in respect of one ( 1 ) iae v2530 aircraft engine bearing manufacturer's serial number v10150 contentsclausepage contentsclausepage contents clause page 1. definitions and interpretation 1 definitions and interpretation 1 2. assignment, assumption and amendment 3 3. undertakings and factual confirmations 5 4. representations and warranties 7 5. payments 7 6. miscellaneous 8 schedule 1 the lease 12 schedule 2 conditions precedent 13 schedule 3 amendments to the lease 17 schedule 4 form of effective time notice 19 this engine lease assignment, assumption and amendment agreement ( this " agreement " ) is made on the 30th day of march, 2021 between : a. engine lease finance corporation, a corporation organised and existing under the laws of the state of nevada, united states of america with its principal place of business at building 156, shannon free zone, shannon, county clare, ireland ( the " existing lessor " ) ; engine lease finance corporation b. companhia de
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exhibit 10. 31 dated : 1st august 2020 esport entertainment ( malta ) limited and rivington law limited and stuart tilly consultancy agreement ( provision by a company of the services of an individual ) consultancy agreement date : parties ( 1 ) esport entertainment group inc, a nevada registered company, having its registered office at 170 pater house, level 1, psaila street, birkirkara bkr9077, malta ( the β€œ company ” ) ; ( 2 ) rivington law limited, having its registered office at 4 millbank terrace, shaw mils, harrogate, england hg3 3ht ( the β€œ employer ” ) ; and ( 3 ) stuart tilly whose address is 87 luton road, harpenden, herts, england al5 3ba ( the β€œ consultant ” ) ( 1 ) esport entertainment group inc, a nevada registered company, having its registered office at 170 pater house, level 1, psaila street, birkirkara bkr9077, malta ( the β€œ company ” ) ; ( 1 ) esport entertainment group inc, a nevada registered company, having its registered office at 170 pater house, level 1, psaila street, birkirkara bkr9077, malta ( the β€œ company ” ) ; ( 2 ) rivington law limited, having its registered office at 4 millbank terrace, shaw mils, harrogate, england hg3 3ht ( the β€œ employer ” ) ; and ( 2 ) rivington law limited, having its registered office at 4 millbank terrace, shaw mils, harrogate, england hg3 3ht ( the β€œ employer ” ) ; and ( 3 ) stuart tilly whose address is 87 luton road, harpenden, herts, england al5 3ba ( the β€œ consultant ” ) ( 3 ) stuart tilly whose address is 87 luton road, harpenden, herts, england al5 3ba ( the β€œ consultant ” ) recitals ( a ) the employer has the right to the services of the consultant together with the right to make him available to the company. ( b ) the employer has agreed to make the services of the consultant available to the company upon the terms and conditions hereinafter contained. ( a ) the employer has the right to the services of the consultant together with the right to make him available to the company. ( a ) the employer has the right
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exhibit 10. 4 execution version assignment and assumption agreement and bill of sale this assignment and assumption agreement and bill of sale ( this β€œ agreement ” ), dated as of november 16, 2022, is entered into by and among atlas fintech holdings corp., a delaware corporation ( β€œ atlas fintech ” ), atlas financial technologies corp., a delaware corporation ( β€œ aftc ”, together with the atlas fintech, the β€œ transferors ”, and each a β€œ transferor ” ), and atlasclear, inc., a wyoming corporation ( β€œ transferee ” ) ( each of transferor and transferee, a β€œ party ” and collectively, the β€œ parties ” ). recitals whereas, transferor desires to assign, transfer, convey and deliver ( β€œ convey ” ) to transferee all of transferor ’ s right, title and interest in and to the software products ( as defined below ) and all worldwide intellectual property rights associated therewith, including all ( i ) patents, patent applications, patent disclosures, and priority rights, utility models, design registrations, certificates of invention and other governmental grants for the protection of inventions or industrial designs ( including additions, provisional applications, national, regional, and international applications, substitutions, continuations, continuations - in - part, divisionals, continued prosecution applications, renewals, extensions, revivals, reissues, and reexaminations ), ( ii ) any registered or common law trademarks, service marks, trade dress, trade names, logos, network or web site domain names or other universal resource locators ( url ), and facebook, twitter, instagram, snapchat, linkedin, and other social networking names, corporate names, doing business as designations ( dbas ), fictitious names, together with all of the goodwill associated therewith, and any applications for registration of the foregoing, ( iii ) copyrights ( registered or unregistered ), works of authorship and copyright registrations and applications for registration thereof, ( iv ) rights in any computer software ( including source code, object code, macros, scripts, objects, routines, modules, header files, and other components ), data, databases, and documentation thereof, ( v ) trade secrets, confidential business information, and proprietary know - how, including concepts, ideas, designs, plans, research or development information and results, processes, procedures, techniques, technical information, specifications, operating and
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assignment-agreements
exhibit 10. 3 ip deed of assignment this deed is made by : mr. william atlan ( assignor ) ; atlan media inc. ( assignee ) ; background ( a ) the assignor owns the intellectual property and intellectual property rights in the core technology. ( a ) the assignor owns the intellectual property and intellectual property rights in the core technology. ( a ) the assignor owns the intellectual property and intellectual property rights in the core technology. ( b ) in consideration of benefits granted to the assignor, the assignor agrees to an irrevocable assignment of all intellectual property and intellectual property rights to the assignee in the core technology. ( b ) in consideration of benefits granted to the assignor, the assignor agrees to an irrevocable assignment of all intellectual property and intellectual property rights to the assignee in the core technology. ( b ) in consideration of benefits granted to the assignor, the assignor agrees to an irrevocable assignment of all intellectual property and intellectual property rights to the assignee in the core technology. it is agreed as follows : 1. assignments 1. assignments 1. assignments 1. 1assignment to the assignee 1. 1assignment to the assignee 1. 1 assignment to the assignee the assignor confirms for the benefit of the other parties that they have completed, or will complete at the earliest opportunity the irrevocable assignment to the assignee of : ( a ) all or any existing and future intellectual property and intellectual property rights as and from the assignment date notwithstanding any deficient action, omission or actual or potential invalidity in any aspect of the assignment ; and ( a ) all or any existing and future intellectual property and intellectual property rights as and from the assignment date notwithstanding any deficient action, omission or actual or potential invalidity in any aspect of the assignment ; and ( a ) all or any existing and future intellectual property and intellectual property rights as and from the assignment date notwithstanding any deficient action, omission or actual or potential invalidity in any aspect of the assignment ; and ( b ) the right to take legal action, seek injunctive relief or to recover damages for any infringement of any intellectual property right occurring prior to the date of this assignment. ( b ) the right to take legal action, seek injunctive relief or to recover damages for any infringement of any intellectual property right occurring prior to the date of this assignment. (
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assignment-agreements
exhibit 10. 4 ( a ) ministry of mines and geology republic of guinea labor - justice - solidarity arrete nΒ° 10629 / mmg / sgg providing for authorization of the assignment of a participating interest between scs corporation and tullow guiunea, ltd. the minister in view of the constitution ; in view of ordinance nΒ° 119 / prg / 86 of september 23, 1986, concerning the petroleum code of the republic of guinea ; in view of decree nΒ° 168 / prg / 86 dated september 23, 1986, concerning the petroleum code of the republic of guinea ; in view of decree / 2010 / 071 / prg / cndd / sgg dated may 10, 2010, concerning approval of the hydrocarbon production sharing contract, as amended, signed by the republic of guinea and scs corporation ; in view of d / 2012 / 109 / prg / sgg / dated october 5, 2012, d / 2012 / 121 / prg / sgg dated november 8, 2012, and d / 2012 / 127 / prg / sgg dated november 28, 2012, concerning the nomination of ministers ; in view of decree nΒ° 339 / sgg / mnree / 87 dated june 24, 1987, concerning approval of the hydrogen production sharing contract model ; in view of arrete / 2010 / 0925 / mmg / sgg dated april 12, 2010, authorizing an assignment of a participating interest, relative to a 23 % share of scs corporation in dana petroleum ; in view of the hydrocarbon production sharing contract signed on september 22, 2006, between the guinean government and the company scs corporation / hyperdynamics, as amended to this date ; resolves article 1 : the republic of guinea authorizes the assignment to tullow guinea ltd., a corporation under english law whose main office is located at 9 chiswick park, 566 chiswick high road, london, w4 5xt, england, amounting to a 40 % participating interest in the hydrocarbon production sharing contract signed on september 22, 2006, between csc [ sic ] corporation and the republic of guinea, as amended to - date ; exhibit 10. 4 ( a ) ministry of mines and geology republic of guinea labor - justice - solidarity ministry of mines and geology ministry of mines and geology republic of guinea republic of guinea labor - justice - solidarity labor - justice - solidarity arrete nΒ° 10629 / mmg /
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assignment-agreements
assignment of oil and gas wells and leases laurel county, kentucky whereas a. d. i. d corporation, a kentucky corporation, with its mailing address being p. o. box 337, emlyn, kentucky 40730, hereinafter referred to as " assignor ", and american resource management, inc., a wyoming corporation with its mailing address being p. o. box 1263, london, kentucky 40742, hereinafter referred to as " assignee ". for and in consideration of ten dollars ( $ 10 : 00 ) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, a. d. i. d corporation ( " assignor " ) hereby warrant, sell, assign, transfer, set over, and convey unto american resource management, inc. ( " assignee " ) all of its right, title, and interest, representing a one hundred percent ( 100 % ) working interest and one hundred percent ( 100 % ) net revenue interest ownership, subject to landowner royalty interest, in the following described oil and gas wells and related leases, located in laurel county, kentucky : 1. barn bowling no. 1, permit no. 77420, located 3 - h - 67, 2220'fnl, 1450'fwl 2. dewey bowling no. 2, permit no. 77542, located 5 - 11 - 67, 225'fsl, 580'fel 3. winford bowling no. 1, permit no. 77191, located 3 - h - 67, 1255'fnl, 1330 fel 4. george bowling no. 1 - jd, permit no. 77313, located 23 - 1 - 67, 100'fsl, 180'fwl 5. raymond hensley no. 1 - jd, permit no. 77314, located 3 - h - 67, 950 fnl, 2310'fwl 6. harold benge no. 1, permit no. 77419, located 23 - 1 - 67, 1760'fsl, 1310'fwl 7. dave johnson no. 1, permit no. 77666, located 2 - h - 67, 1100'fnl, 100'fwl 8. r. b. mcknight heirs no. 1, permit no. 77672, located 23 - 1 - 67, 2140'fsl,
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assignment-agreements
exhibit 10. 1 technology assignment agreement this technology assignment agreement ( this β€œ agreement ” ) is entered as of august 24, 2009, by and between avanyx therapeutics, inc., a delaware corporation ( the β€œ company ” ), and david platt, an individual ( β€œ founder ” ). 1. assignment founder hereby assigns, in consideration of the mutual promises and covenants set forth herein, to the company exclusively throughout the world all rights, title and interests ( whether or not now existing ) founder owns in the ( i ) subject matter referred to in exhibit a ( β€œ technology ” ), ( ii ) all precursors, portions and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know - how, materials and tools relating thereto or to the development, support or maintenance thereof, and ( iii ) all copyrights, patent rights, trade secret rights, trademark rights, mask works rights, sui generis database rights and all other intellectual and industrial property rights of any sort and all business, contract rights, causes of action, and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing ( collectively β€œ intellectual property ” ). 2. consideration 2. 1 the company agrees to issue to founder 8, 000, 000 shares of common stock of the company on the date of this agreement. such shares shall be the only consideration required of the company with respect to the subject matter of this agreement. 2. 2 the assignment and stock issuance hereunder is intended to qualify for tax - free treatment under section 351 of the internal revenue code of 1986, as amended. 3. further assurances ; moral rights ; competition ; marketing 3. 1 founder agrees to assist the company in every proper way to evidence, record and perfect the assignment as provided in section 1 and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights. if the company is unable for any reason whatsoever to secure the founder ’ s signature to any document it is entitled to under this section 3. 1, founder hereby irrevocably designates and appoints the company and its duly authorized officers and agents, as his agents and attorneys - in - fact with full power of substitution to act for and on his behalf and instead of founder, to execute and file any such document or documents and to do all other lawfully permitted acts to
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exhibit 10. 18 notice of confidentiality rights : if you are a natural person, you may remove or strike any of the following information from this instrument before it is filed for record in the public records : your social security number or your driver ’ s license number. assignment of overriding royalty ( multiple assignees ) the state of texas Β§ Β§ Β§ know all men by these presents : Β§ county of lynn Β§ Β§ energy & exploration partners, llc whose address is p. o. box 471428, fort worth, texas 76147 - 1376, hereinafter called β€œ assignor ”, for and inconsideration of the sum of ten dollars ( $ 10. 00 ) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by assignor, does by these presents, grant, assign, transfer and convey unto the parties set forth below, hereinafter called the β€œ assignees ” : ksjr, llc, a texas limited liability company whose address is p. o. box 68, kenny, texas 77452 ; karpman enterprises, lp, a texas limited partnership whose address is 2721 manorwood trail, fort worth, texas 76109 ; cda energy, llc, a texas limited liability company whose address is 1926 stafford rd., grapevine, texas 76015 ; dlp resources, llc, a texas limited liability company whose address is 3121 sweetbriar lane, fort worth, texas 76109 ; alpine ventures international, llc, a texas limited liability company whose address is 4654 trevor trail, grapevine, texas 76051 ; pettit 2012 children ’ s trust whose address is 2821 lenox, fort worth, texas 76107 ; bhp consulting lp, a texas limited partnership whose address is 3821 lenox, fort worth, texas 76107 ; and brian corbett nelson, an individual, whose address is 3090 bellaire ranch dr., apt. 422, fort worth, texas 76109 ; tom d. mcnutt, an individual, whose address is 2000 bremen st., austin, 78703 ; charlotte brandenburg, an individual, whose address is 5324 big bend dr., fort worth, texas 76137 ; carey hewitt, an individual, whose address is 4509 ramsgate ct., arlington 76013. an overriding royalty interest ( the β€œ overriding royalty ” ), as described in exhibit β€œ a ”
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assignment-agreements
exhibit 10. 5 assignment of membership interest effective upon and subject to the receipt by carnegie mellon university of the sum of $ 65, 740. 95 within ten days of the execution of this assignment, carnegie mellon university, hereby sells, assigns, transfers and conveys all of its membership interest in classroom salon, llc, a pennsylvania limited liability company ( the β€œ company ” ), to classroom salon holdings llc, a delaware limited liability company, and hereby appoints any manager of the company as its true and lawful attorney - in - fact, to transfer said membership interest on the books of the company, with full power of substitution in the premises. this assignment may be executed and delivered by facsimile or electronic transmission, and a facsimile or electronic version of this agreement or of a signature of a party will be effective as an original. effective as of january 18th, 2022 carnegie mellon university by / s / robert a. wooldridge robert a. wooldridge, associate vice president, technology transfer and enterprise creation carnegie mellon university carnegie mellon university by / s / robert a. wooldridge by / s / robert a. wooldridge robert a. wooldridge, associate vice president, robert a. wooldridge, associate vice president, technology transfer and enterprise creation technology transfer and enterprise creation
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exhibit 10. 17 project assignment this project assignment is issued under the independent contractor services agreement ( β€œ original agreement ” ) dated april 17, 2003, between scientific learning corporation of oakland, california ( β€œ slc ” ) and dr. paula tallal of new york, new york ( β€œ contractor ” ). services to be performed : consulting services related to slc ’ s customer relationships and research planning, specifically : ( 1 ) public speaking to the education community and to the speech and language professional community ; ( 2 ) assisting with slc ’ s relationship with private providers of fast forword products ; and ( 3 ) assisting with the relationship between the scientific community and slc. services will be performed on a schedule mutually agreed upon by slc and contractor. time period during which services will be performed : the term of this contract will begin january 1, 2012 and end december 31, 2012, subject to termination as provided in section 6a of the agreement. fees for services : fee will be based on the schedule below : fee will be a rate per day of $ 1, 500. expenses : slc will reimburse contractor for reasonable business expenses incurred in connection with providing services requested by slc, in accordance with slc ’ s regular business expense reimbursement policies. note : this project assignment is governed by the terms of an independent contractor services agreement in effect between slc and contractor. any item in this project assignment which is inconsistent with that agreement is invalid. signed : / s / andy myers / s / paula tallal for client hiring manager for contractor dated : 2 / 24 / 2012 2 / 24 / 2012 project assignment this project assignment is issued under the independent contractor services agreement ( β€œ original agreement ” ) dated april 17, 2003, between scientific learning corporation of oakland, california ( β€œ slc ” ) and dr. paula tallal of new york, new york ( β€œ contractor ” ). services to be performed : consulting services related to slc ’ s customer relationships and research planning, specifically : ( 1 ) public speaking to the education community and to the speech and language professional community ; ( 1 ) public speaking to the education community and to the speech and language professional community ; ( 1 ) ( 1 ) public speaking to the education community and to the speech and language professional community ; ( 2 ) assisting with slc ’ s relationship with private providers of fast forword products ; and ( 2 ) assisting with slc ’ s relationship with private providers of fast for
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exhibit 10. 12 execution copy amended and restated variable funding loan agreement dated as of november 19, 2004 among yc susi trust, ( successor by assignment from enterprise funding corporation ) a lender, atlantic asset securitization corp., a lender, mid - state trust ix, the borrower, wachovia bank, national association ( formerly known as first union national bank ), the custodian / collateral agent, bank of america, n. a., as the agent, a managing agent and a bank investor and calyon new york branch, a managing agent and a bank investor exhibit 10. 12 execution copy amended and restated variable funding loan agreement dated as of november 19, 2004 among yc susi trust, ( successor by assignment from enterprise funding corporation ) a lender, atlantic asset securitization corp., a lender, mid - state trust ix, the borrower, wachovia bank, national association ( formerly known as first union national bank ), the custodian / collateral agent, bank of america, n. a., as the agent, a managing agent and a bank investor and calyon new york branch, a managing agent and a bank investor table of contents article 1 general section 1. 1. certain defined terms section 1. 2. other terms section 1. 3. computation of time periods article 2 amount and terms of commitment section 2. 1. revolving credit facility section 2. 2. [ reserved ] section 2. 3. loan requests section 2. 4. determination of discount and rate periods section 2. 5. payment of principal, interest and other amounts section 2. 6. mandatory and optional prepayments section 2. 7. proceeds section 2. 8. pledged accounts section 2. 9. payments and computations, etc section 2. 10. reports section 2. 11. [ reserved ] section 2. 12. sharing of payments, etc section 2. 13. right of setoff section 2. 14. assignment by lenders to bank investors section 2. 15. downgrade of bank investor section 2. 16. non - renewing bank investors section 2. 17. commitment renewal request article 3 representations and warranties section 3. 1. representations and warranties of the borrower section 3. 2. reaffirmation of representations and warranties by the borrower article 4 conditions precedent section 4. 1. conditions to effectiveness section 4. 2. conditions to each loan article
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exhibit 10. 42 voluntary executive savings plan agreement and assignment of matching contributions petro stopping centers, l. p. by this agreement made between petro stopping center, l. p. ( the β€œ employer ” ) and ( the β€œ employee ” ), the parties hereto agree as follows : the executive savings plan agreement described herein is a non - qualified, voluntary, after - tax bonus plan. contributions to the plan by the employee are not tax deductible to the employee. employees are fully and immediately vested in their contributions to the plan, regardless of product selection or choice. effective with respect to amounts paid or otherwise made available to the employee by the employer there will be a rolling three ( 3 ) year vested schedule, resetting every january 1st. any contribution by the employer, according to any formula or otherwise, shall be deemed a contribution for the year it is received, and all contributions received during a calendar year are effective for that calendar year. all contributions will be booked by plan year, regardless of the month of receipt. employees will vest in 1 / 3 of employer contributions each year, on a rolling basis, such that each contribution by the employer will be fully vested in each employee ’ s account three ( 3 ) years after the year in which it was received. employees who separate from the company will forfeit any non - vested employer contributions. employees will receive employer contributions to their account according to the following formula : 30 % of employee ’ s contribution, up to a maximum of 15 % of compensation to include base and bonus or $ 15, 000, whichever is least. employees who make a basic contribution of 4 % or greater of base salary will also receive an additional match from petro of 2 %. basic contributions of less than 4 % are not eligible for the additional match. employees are immediately and fully vested on any interest gained or benefits received due to the growth or interest on each employer contribution. employees may allocate among the investment options approved by the employer, as described and maintained by the plan provider. distributions by employees prior to age 59 1 / 2 are subject to a 30 % penalty and a six ( 6 ) month suspension from plan participation. this agreement shall be legally binding and irrevocable for both the employer and the employee with respect to amounts paid or otherwise made available while this agreement is in effect. either party may modify or otherwise terminate this during the open enrollment period. nothing in the agreement shall obligate, bind,
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exhibit 10. 1 execution version date : 28 july 2017 redx pharma plc and redx oncology limited ( both in administration ) c / o frp advisory llp and jason baker and miles needham both of frp advisory llp and loxo oncology, inc. agreement for the assignment of patents and other rights and for the novation of certain agreements, including for product manufacturing fieldfisher riverbank house 2 swan lane london ec4r 3tt exhibit 10. 1 execution version date : 28 july 2017 redx pharma plc and redx oncology limited ( both in administration ) c / o frp advisory llp and jason baker and miles needham both of frp advisory llp and loxo oncology, inc. agreement for the assignment of patents and other rights and for the novation of certain agreements, including for product manufacturing fieldfisher riverbank house 2 swan lane london ec4r 3tt contents no heading pages 1. definitions and interpretation 2 2. intellectual property rights assignment ; delivery 5 3. assigned rights obligations, further assurance and wrong pockets 7 4. novation 7 5. purchase price 8 6. no representations or warranties etc 9 7. relationship of the parties 10 8. notices 11 9. confidentiality 12 10. non - compete 13 11. variation 13 12. announcements 13 13. law and jurisdiction 14 14. entire agreement 14 15. rights of third parties 15 no no heading heading pages pages 1. 1. definitions and interpretation definitions and interpretation 2 2 2. 2. intellectual property rights assignment ; delivery intellectual property rights assignment ; delivery 5 5 3. 3. assigned rights obligations, further assurance and wrong pockets assigned rights obligations, further assurance and wrong pockets 7 7 4. 4. novation novation 7 7 5. 5. purchase price purchase price 8 8 6. 6. no representations or warranties etc no representations or warranties etc 9 9 7. 7. relationship of the parties relationship of the parties 10 10 8. 8. notices notices 11 11 9. 9. confidentiality confidentiality 12 12 10. 10. non - compete non - compete 13 13 11. 11. variation variation 13 13 12. 12. announcements announcements 13 13 13. 13. law and jurisdiction law and jurisdiction 14 14 14. 14. entire agreement entire agreement 14 14 15. 15. rights of third parties rights of third parties 15 15 schedule 1 : patents 17 schedule 2 : data package 19 schedule 3 :
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timber wolf minerals ltd. a state of colorado corporation 1314 linden street canon city, colorado 81212 ( β€œ timber wolf ” ) and wildhorse copper ( az ) inc. 6868 north 7th avenue, suite 204 phoenix, arizona 85013 - 1150 ( β€œ wildhorse ” ) w. scott donaldson, attorney at law 6868 north 7th avenue, suite 204 phoenix, arizona 85013 - 1150 summary of monetary terms : purchase price : $ 532, 500. 00. earnest money to be deposited in escrow upon opening of escrow : $ 3, 000. 00. seller carry - back financing : $ 532, 000. 00 in cash payments. a. timber wolf is locating ten ( 10 ) mining claims in socorro county, state of new mexico ( β€œ mining claims ” ). the mining claims are more particularly described in schedule a, attached hereto and incorporated herein by reference. b. wildhorse has agreed to pay the cost of locating timber wolf ’ s ten ( 10 ) mining claims. c. timber wolf desires to sell the mining claims to wildhorse and wildhorse desires to purchasing the mining claims upon the terms and subject to the conditions herein contained. ( a ) the disclosure to regulatory authorities of all personal information of the undersigned by wildhorse ; and ( b ) the collection, use and disclosure of such personal information by regulatory authorities in accordance with requirements, including the provision to third party service providers, from time to time. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ notary public _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ notary public claim name socorro county, new mexico instrument number blm nmmc no. timberwolf 16 201100744 timberwolf 17 201100745 timberwolf 18 201100746 timberwolf 19 201100747 timberwolf 20 201100748 timberwolf 25 201100753 timberwolf 26 201100754 timberwolf 27 201100755 timberwolf 28 201100756 timberwolf 29 201100757 timberwolf 16 201100744 timberwolf 17 201100745 timberwolf 18 201100746 timberwolf 19 201100747 timberwolf 20 201100748 timberwolf 25 201100
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this instrument was prepared by, and after recording return to : katten muchin rosenman llp 525 west monroe street, suite 1900 chicago, illinois 60661 - 3693 attention : ann marie sink, esq. ( space above this line for recorder ’ s use only ) assignment and assumption agreement this assignment and assumption agreement ( this β€œ agreement ” ), dated january 6, 2015 and effective as of january 1, 2015 ( the β€œ effective date ” ), is by and among nevada resort properties polo towers limited partnership, a nevada limited partnership ( β€œ polo towers ” ), and jhjm nevada i, llc, a nevada limited liability company formerly known as diamond resorts, llc ( β€œ jhjm ” ; and polo towers and jhjm being referred to herein, together, as the β€œ sjc entities ” ), and diamond resorts corporation, a maryland corporation ( β€œ drc ” ). recitals a. certain of the sjc entities have previously entered into that certain β€œ amended and restated grant of reciprocal easements and declaration of covenants, conditions and restrictions ” dated as of june 19, 2002, executed by and among grand casinos nevada i, inc., a minnesota corporation ( β€œ grand ” ), metroflag polo, llc, a nevada limited liability company ( β€œ metroflag polo ” ), metroflag bp, llc, a nevada limited liability company ( β€œ metroflag bp ” ), polo towers, polo towers master owners association, a nevada corporation ( β€œ association ” ), diamond resorts, llc, a nevada limited liability company formerly known as three sticks, llc ( β€œ dr / llc ” ), recorded august 27, 2002 in book 20020827 as instrument no. 02443 in the recorder ’ s office of clark county, nevada ( β€œ official records ” ), as modified by that certain β€œ amendment to article 9 ( only ) of amended and restated grant of reciprocal easements and declaration of covenants, conditions and restrictions ” dated as of march 25, 2003, executed by and among metroflag polo, polo towers and dr / llc, recorded march 26, 2003 in book 20030326 as instrument no. 00730 of the official records, as further modified by that certain β€œ amendment to article four ( only ) of amended and restated grant of reciprocal easements and declaration of covenants, conditions and restrictions ” dated as of june 26, 2003, executed by and among
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exhibit 10. 7 assignment and assumption of leases this assignment and assumption of leases ( this β€œ assignment ” ) is made as of february 28, 2008 ( the β€œ effective date ” ), by and between chesapeake energy corporation, an oklahoma corporation ( β€œ assignor ” ), and quest resource corporation, a nevada corporation ( β€œ assignee ” ). r e c i t a l s : a. assignor, as the successor - in - interest to ricks exploration, inc. ( β€œ ricks ” ), holds a leasehold interest pursuant to that certain lease agreement dated april 8, 1998, between teachers insurance and annuity association of america, as landlord, and ricks, as tenant, as amended by that certain amendment no. one to lease agreement dated as of september 25, 1998 and amendment no. two to lease agreement dated as of march 15, 2001, ( as amended, the β€œ lease ” ), in certain premises consisting of 18, 684 square feet of space located on the 30th floor of the oklahoma tower, 210 park avenue, oklahoma city, oklahoma ( the β€œ leased premises ” ), as more particularly described in the lease which is attached hereto as exhibit a and made a part hereof. b. assignor is also the successor - in - interest to ricks in that certain sublease agreement dated march 14, 2003, between ricks, as sublandlord, and 3100 city place, l. l. c., as subtenant, as amended by that certain sublease amendment # 1 dated april 8, 2004 ( as amended, the β€œ city place sublease ” ), which is attached hereto as exhibit b and made a part hereof. c. assignor is also the successor - in - interest to ricks in that certain sublease agreement dated july 9, 2004, between ricks, as sublandlord, and crusader energy corporation, as subtenant ( as amended, the β€œ crusader sublease ” ), which is attached hereto as exhibit c and made a part hereof. collectively, the city place sublease and crusader sublease are hereinafter referred to as the β€œ subleases. ” d. assignor desires to sell, assign, transfer and convey to assignee, and assignee desires to obtain, all of assignor ’ s interest as ( i ) tenant in and to the lease and ( ii ) sublandlord in
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exhibit 10. 24 exhibit 10. 24 internal correspondence 1 october 2021 personal & confidential dear stephane : we are pleased to confirm the details of your local plus assignment extension. we hope this international experience continues to be both professionally and personally rewarding. this letter of assignment ( β€œ loa ” ) extension letter details the terms and general conditions applicable to your assignment extension, as summarized below : destination country : singapore destination company : otis international asia pacific pte. ltd loa expiration : october 31, 2023 your assignment extension is subject to your obtaining and maintaining any required immigration and / or work permit extensions required by your destination country and returning a signed copy of this loa extension letter to the company. the duration of your assignment extension remains subject to revision in accordance with business needs and may be ended sooner, at otis ’ sole discretion. all other terms and conditions outlined in your loa dated december 18, 2019 will remain in effect for the period of your assignment extension. thank you for your ongoing support of our global initiatives. sincerely, / s / abbe luersman october 1, 2021 abbe luersman dateevp & chief people officer please indicate your agreement by signing below and returning this extension agreement as soon as possible. i have reviewed the general terms and conditions of my international assignment extension outlined above and by signing below, accept these conditions. / s / stephane de montlivault october 1, 2021 stephane de montlivault date letter of assignment extension letter of assignment extension letter of assignment extension letter of assignment extension letter of assignment extension
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exhibit 10. 6 employment agreement your employment position lawrence ripsher you ’ ll be a head of pinner product you ’ ll report to evan sharp you ’ ll work out of our office in san francisco you may need to travel for work from time to time. your first day will be may 30, 2017 obligations to pinterest you agree to devote your working hours and full - time efforts to pinterest while you ’ re employed here. we don ’ t mind if you serve on any corporate, civic, charitable boards or committees that you feel passionate about ; give lectures and talks ; or teach at schools β€” as long as these things don ’ t interfere with your pinterest duties or violate your confidentiality obligations. you also agree to follow all our policies and rules. conflicting obligations you must tell us before your first day about any obligations or commitments that are inconsistent with the duties we ’ ve outlined in this agreement. by signing this agreement, you ’ re promising that : β€’ you will not use or disclose any trade secrets, proprietary information or intellectual property that you or any other person have a right, title or interest to in connection with the work you do at pinterest ; β€’ you have returned any property or confidential information that belongs to your former employers ; and β€’ you aren ’ t violating the rights of anyone by accepting employment here at pinterest. exhibit 10. 6 employment agreement your employment position lawrence ripsher you ’ ll be a head of pinner product you ’ ll report to evan sharp you ’ ll work out of our office in san francisco you may need to travel for work from time to time. your first day will be may 30, 2017 obligations to pinterest you agree to devote your working hours and full - time efforts to pinterest while you ’ re employed here. we don ’ t mind if you serve on any corporate, civic, charitable boards or committees that you feel passionate about ; give lectures and talks ; or teach at schools β€” as long as these things don ’ t interfere with your pinterest duties or violate your confidentiality obligations. you also agree to follow all our policies and rules. conflicting obligations you must tell us before your first day about any obligations or commitments that are inconsistent with the duties we ’ ve outlined in this agreement. by signing this agreement, you ’ re promising that : β€’ you will not use or disclose any trade secrets, proprietary information or intellectual property that you or any other person have a right, title or
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attorney docket no. : assignment ( non - provisional patent application ) whereas, we, ( β€œ assignors ” ) : inventor citizenship 60 ; address richard keith stobart richard keith stobart mudalige weerasinghe mudalige weerasinghe lk / gb lk / gb the university of sussex the university of sussex gb / gb gb / gb for which an international patent application has been filed on 25 september 2006 under international patent application no. pct / gb2007 / 003644 ; and wheras, ( β€œ assignee ” ) : clean power technologies, inc, a nevada corporation, is desirous of requiring the entire right, title and interest in and to the invention throughout the united states and the world, and all right, title and interest in, to an under any and all letters patent of the united states and all countries throughout the world ; for good and valuable consideration, the full receipt and sufficiency of which are hereby acknowledged, assignors, intending to be legally bound, do hereby : sell, assign, transfer and convey to assignee the whole and entire right, title and interest for the united states and its possessions and territories and all foreign countries in and to the invention which is disclosed in the above - identified patent application, and, in and to any all patent applications related thereto including, but not limited to, all provisionals, non - provisionals, divisional, continuations, continuations - in - part, substitutes, reexaminations, reissues and all other applications for patent which have been or shall be filed in the united states and all foreign countries on the invention ; all original, reissued and reexamined patents and extensions thereof which have been or shall be issued in the united states and all foreign countries on the invention to the full end of the term or terms for which the patent ( s ) may be granted, as fully and entirely as the same would have been held by the undersigned assignors has this assignment not been made ; and specifically including all rights of priority created by the above patent application under any treaty, convention or law relating thereto ; 1 authorize and request the issuing authority to issue any and all united states and foreign patents granted on the invention to assignee ; warrant and represent that no assignment, grant, mortgage, license or other agreement affecting the rights and property herein conveyed has been or will be made to others by assignors,
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exhibit 10. 34 international temporary expatriate assignment policy long term assignment ( lta ) employee : joshua silverman international long term assignment policy ( lta ) eligibility / administration duration commencement / start date country of reference ( β€œ home country ” ) objectives 1. compensation and benefits overview 1. 0 base salary 1. 1 incentives 1. 2 long - term benefits 1. 3 health care 1. 4 business travel accident insurance 1. 5 emergency leave 1. 6 annual leave / paid time off 1. 7 home leave 1. 8 holidays 1. 9 sick leave & disability 1. 10 working hours 2. on - going allowances and reimbursements 2. 1 cost of living allowance ( cola ) 2. 2 transportation allowance 2. 3 host country housing ( i ) changes in housing ( ii ) host housing owned by ia 2. 4 dependent education reimbursement 3. repatriation 3. 1 end of assignment assistance 3. 2 pre - departure details and arrangements 3. 3 air travel 3. 4 shipment of personal effects, household goods and furniture 3. 5 pet transport 3. 6 temporary accommodations 4. termination 4. 1 involuntary termination 4. 2 voluntary termination 5. taxes 5. 1 treatment of stock options 6. confidentiality clause 7. employee signature international long term assignment policy ( lta ) eligibility / administration this policy relates to the assignment of middle to senior level employees with specialized technical knowledge or management expertise, and assumes a temporary assignment to a host location for a period of one to five years and an intention to return to the home country at the end of the assignment. this policy applies to employees relocating from their home country to temporarily live and work in a host country. the assignment will generally be initiated by skype to fill a strategic position with the most qualified employee available, when the necessary skills are not available in the host country. qualifying dependents typically accompany the international assignee ( ia ). for the purposes of these policies, qualifying dependents include the ia ’ s spouse or domestic partner, and children up through secondary level of education ( including step - children, adopted children, children of a same - sex domestic partner ). disabled adult children or dependent parents unable to support themselves will also be covered. the human resources team will be responsible for administering the program. duration assignments will generally be for a period of one to five years. at the end of the assignment, the ia and qualifying dependents will, under normal circumstances, be repatriated
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exhibit 10. 6 assignment for _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, in hand paid, securities counselors, inc., an illinois professional corporation, attention randall s. goulding, 1333 sprucewood deerfield, il 60015 ( β€œ assignor ” ) hereby assigns and otherwise transfers to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( β€œ assignee ” ) all rights, title and interest held by assignor in and to the assigned property, described as follows : _ _ _ _ _ _ _ _ _ _ _ percent of the claim for legal services of securities counselors, inc. ( the β€œ assigned property ” ). this assignment shall become effective as of the date below and shall be binding upon and inure to the benefit of the parties, their successors and assigns, subject to the approval of the court the case of securities counselors, inc. vs. xformity technologies, inc., case no. 14 ar 588, in the circuit court for the 19th judicial circuit lake county, waukegan, illinois ( the β€œ litigation ” ), in which event the assignee shall be vested in ownership of such assigned property and title thereto. the assignor agrees to take the necessary steps to cause such assigned property to be retitled to the assignee. assignor : securities counselors, inc. : by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ randall s. goulding, president accepted by assignee : by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, manager dated : as of june 27, 2014 exhibit 10. 6 assignment for _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, in hand paid, securities counselors, inc., an illinois professional corporation, attention randall s. goulding, 1333 sprucewood deerfield, il 60015 ( β€œ assignor ” ) hereby assigns and otherwise transfers to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( β€œ assignee ” ) all
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- 1 - - 1 - - 1 - - 2 - - 2 - - 2 - [ signature page to follow ] - 3 - - 3 - - 3 - in witness whereof, this assignment and acknowledgement is executed as of the date first written above. berman center, inc., a delaware corporation by : / s / carlos bernal name : title : carlos bernal chief financial officer berman center, inc., a delaware corporation carlos bernal chief financial officer berman health and media, inc., a delaware corporation by : / s / carlos bernal name : title : carlos bernal chief financial officer laura a. c. berman, lcsw, ph. d. / s / laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. berman health and media, inc., a delaware corporation by : / s / carlos bernal name : title : carlos bernal chief financial officer berman health and media, inc., a delaware corporation berman health and media, inc., a delaware corporation carlos bernal chief financial officer laura a. c. berman, lcsw, ph. d. / s / laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. / s / laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. / s / laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. laura a. c. berman, lcsw, ph. d. samuel chapman / s / samuel chapman samuel chapman samuel chapman / s / samuel chapman samuel chapman samuel chapman / s / samuel chapman samuel chapman samuel chapman / s / samuel chapman samuel chapman samuel chapman samuel chapman samuel chapman samuel chapman samuel chapman - 4 - - 4 - - 4 - schedule 1 copies of agreements entered into by dr. berman, or affiliate thereof, with respect to products and services of the company index
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28, september 2016 private & confidential ken murphy [ ] [ ] [ ] [ ] dear ken, your secondment to walgreens boots alliance, inc, usa this letter is to confirm the terms which will apply to you during your secondment to walgreens boots alliance inc. you will remain an employee of boots management services ltd ( β€œ the company ” ), and your secondment will begin on 1 november 2016 and end on 31 october 2018, subject to earlier termination ( see paragraph 5 below ). your secondment may continue beyond 31 october 2018 if both you and the company agree to this but, in any event, the maximum duration of your secondment under these terms shall be three years. we will review the position with respect to the secondment duration during the last six months of the arrangement. during this secondment you will be assigned on an accompanied basis. for the duration of your secondment, you will remain in the employment of the company under the terms and conditions of your current employment contract with boots management services ltd ( your β€œ employment contract ” ) and subject always to the terms set out below. the policies developed for employees working in the uk will continue to apply to you during your secondment subject to any mandatory statutory minimum provisions which may apply to you and which are in force from time to time in the uk. your hr partner is currently dave vallance and all consents and authorisations which you are required to obtain from the company regarding policy should be sought from your hr manager. if you have any queries regarding support for your secondment, you should also contact andy burley, the senior international assignments manager in the uk. 1. job title 1. 1. job title job title your job title will be executive vice president, chief commercial officer and president of global brands. 2. place of work 2. 2. place of work place of work - 1 - your normal place of work will be at walgreens boots alliance inc., deerfield, illinois. however, you may be required to travel to or work at other locations within the region, and rest of the world, from time to time for the proper performance of your duties. 3. hours of work 3. 3. hours of work hours of work your normal hours of work will be 40 hours per week. you are required to work such additional hours as are necessary for the proper performance of your duties. 4. holiday 4. 4. holiday holiday your holiday entitlement
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execution copy execution copy execution copy execution copy operation number 36384 operation number 36384 operation number 36384 deed of assignment of contracts between balykshy l. l. p. and european bank for reconstruction and development 5 august 2008 london - 108714. 17 execution copy london - 108714. 17 london - 108714. 17 london - 108714. 17 execution copy execution copy execution copy table of contents page no article i definitions and interpretation 6 section 1. 01 definitions 7 section 1. 02 interpretation 10 section 1. 03 implied covenants 12 article ii assignment 12 section 2. 01 covenant to pay 12 section 2. 02 assignment of rights 13 section 2. 03 appropriation 13 section 2. 04 power of sale 13 section 2. 05 consolidation permitted 13 section 2. 06 notice of other interest 13 section 2. 07 continuing security ; prejudice 14 section 2. 08 borrower's liability not affected 15 section 2. 09 additional rights 16 section 2. 10 retention 16 section 2. 11 property 16 section 2. 12 continuation 16 section 2. 13 resorting to other means of payment 16 section 2. 14 conditional releases 17 article iii representations and warranties 17 section 3. 01 representations and warranties of the borrower 17 section 3. 02 restatement of representations and warranties. 20 article iv covenants 20 section 4. 01 affirmative covenants by the borrower 20 london - 108714. 17 london - 108714. 17 london - 108714. 17 section 4. 02 negative covenants of the borrower 22 section 4. 03 obligations in respect of the assigned rights 23 article v rights, powers and duties of ebrd 24 section 5. 01 rights and powers. 24 section 5. 02 no obligations of ebrd 26 section 5. 03 application of moneys 26 section 5. 04 charge 27 section 5. 05 payments 27 section 5. 06 no set - off 27 section 5. 07 possession 28 article vi obligations under contracts 28 section 6. 01 borrower's obligations 28 section 6. 02 no obligation on ebrd 28 article vii security power of attorney 28 article viii power of attorney 29 article ix taxes and currency 30 section 9. 01 taxes 30 section 9. 02 currency indemnity 31 section 9. 03 gross - up 31 article x protection of security 32 section 10. 01 preservation of security and rights 32 section 10. 02 change in borrower's constitution 32 section 10. 03 limit
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exhibit 2. 2 execution version assignment of claim agreement seller : evergreen solar, inc. address : 138 bartlett street marlborough, massachusetts 01752 attention : christian m. ehrbar telephone : 508 # # # - # # # - # # # # facsimile : 508 # # # - # # # - # # # # email : * * * @ * * * purchaser : es purchaser, llc address : c / o akin gump hauer & feld llp one bryant park new york, new york 10036 attention : michael s. stamer, esq. & stephen b. kuhn, esq. telephone : 212 # # # - # # # - # # # # fax no. : 212 # # # - # # # - # # # # email : * * * @ * * * ; * * * @ * * * seller : evergreen solar, inc. address : 138 bartlett street marlborough, massachusetts 01752 attention : christian m. ehrbar telephone : 508 # # # - # # # - # # # # facsimile : 508 # # # - # # # - # # # # email : * * * @ * * * purchaser : es purchaser, llc address : c / o akin gump hauer & feld llp one bryant park new york, new york 10036 attention : michael s. stamer, esq. & stephen b. kuhn, esq. telephone : 212 # # # - # # # - # # # # fax no. : 212 # # # - # # # - # # # # email : * * * @ * * * ; * * * @ * * * date of this agreement : november 10, 2011. debtor : lehman brothers international ( europe ). guarantor : lehman brothers holdings inc. bankruptcy case : in re lehman brothers holdings inc. et al., chapter 11 case 08 - 13555 ( jointly administered ) ( jmp ) filed september 15, 2008 in the bankruptcy court. bankruptcy court : united states bankruptcy court for the southern district of new york. administration : the administration of lehman brothers international ( europe ) commenced on 15 september 2008 pursuant to the provisions of the insolvency act 1986, as amended ( the β€œ insolvency act 1986 ”, collectively with the bankruptcy case, the β€œ proceedings ” ). administrators : anthony victor lo
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assignment and assumption agreement this assignment and assumption agreement ( the β€œ assignment and assumption agreement ” ) is made as of the 14 day of september, 2011 ( the β€œ effective date ” ), by and among anoteros, inc., a nevada corporation ( the β€œ assignor ” ), doolittle edutainment corp., a nevada corporation ( β€œ doolittle edutainment ” ), and george g. chachas ( the β€œ assignee ” ). recitals a. whereas, on april 29, 2011, pursuant to the terms of that certain agreement and plan of merger ( the β€œ merger agreement ” ) the assignor through its wholly - owned subsidiary, antero payment solutions, inc. ( β€œ antero ” ), acquired coa holdings, inc. ( β€œ coah ” ), assignor acquired coah through the merger of coah with and into antero ( the β€œ merger ” ) with antero being the surviving corporation, and the business of coah continuing through antero, as a wholly - owned subsidiary of anoteros. b. whereas, assignor is the parent and owner of 100 % of the capital stock of doolittle edutainment which is engaged in the children ’ s education and entertainment market. doolittle edutainment ’ s focused is on the entertainment and education of children through various avenues through its main character β€œ doolittle. ” doolittle edutainment has completed, published and offers three the current books and holds all intellectual property and other assets relating to the character doolittle, and the books and product line. c. whereas, concurrently with and as a condition to the closing of the merger, assignor, doolittle edutainment and assignee entered in an option agreement ( the β€œ option agreement ” ) under which assignor granted assignee the option to call and acquire all of the capital stock of doolittle edutainment and all assets and intellectual property owned by doolittle edutainment, in consideration of the concurrent assumption by doolittle edutainment of any and all liabilities of assignor to chachas, and any and all liabilities associated with doolittle edutainment. additionally, assignee granted assignor an option to put all of the capital stock of doolittle edutainment ( including all assets and intellectual property owned by doolittle edutainment ) to
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assignment-agreements
exhibit 10. 18 ( the undersigned certifies that this document does not include any social security numbers. ) apn ( s ) : 06 - 111 - 08 recording requested by and when recorded mail to : fennemore craig, p. c. 3003 n. central avenue, suite 2600 phoenix, arizona 85012 - 2913 attention : sarah strunk, esq. fennemore craig, p. c. 3003 n. central avenue, suite 2600 phoenix, arizona 85012 - 2913 attention : sarah strunk, esq. assignment of leases and rents this assignment of leases and rents ( this β€œ assignment ” ) dated and made effective august 21st, 2009, by shea mining & milling, llc, a nevada limited liability company ( β€œ borrower ” ), having its principal place of business at 192 sandy bunker lane, las vegas nv 89148, for the benefit njb mining, inc., an arizona corporation, its successors and assigns ( β€œ lender ” ), having an address at 10751 n. frank lloyd wright blvd., suite 101, scottsdale, arizona 85259. recitals : a. lender agreed to make and borrower agreed to accept a loan ( the β€œ loan ” ) in the amount of $ 2, 500, 000. 00. b. to evidence the loan, borrower executed and delivered to lender a secured promissory note ( the β€œ note ” ), dated the date of this assignment, in the principal amount of two million five hundred thousand dollars ( $ 2, 500, 000 ), with interest from the date thereof at the rates set forth in the note, and with principal and interest to be payable in accordance with the terms and conditions provided in the note. c. borrower ’ s obligations under the note are secured among other things by a deed of trust, assignment of rents, security agreement and fixture filing ( the β€œ deed of trust ” ), dated the date of this assignment, that encumbers borrower ’ s fee interest in the land ( the β€œ land ” ) described in exhibit a, the improvements located on the land and certain other property, rights and interests of borrower, all as more particularly described in the deed of trust ( collectively, the β€œ property ” ). d. borrower desires to secure the payment and performance of all of its obligations under the note and the obligations secured by the deed of trust (
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assignment-agreements
exhibit 10. 1 assignment agreement dated october 3, 2008 between plymouth enterprises and canterbury resources, inc. assignment of claim of kaikoura gold mine located at kaikoura, new zealand this assignment made this 3rd day of october, 2008. between : plymouth enterprises hereinafter called β€œ party one ” and : canterbury resources inc. hereinafter called β€œ party two ” whereas party one is the beneficially equitable and legal owner of a gold mine and claim situated in the south pacific country of new zealand in the township of kaikoura, known as kaikoura gold mine. and whereas party two is desirous of purchasing the above asset for the price of $ 5, 000. 00 ( us currency ) and whereas party one is desirous in selling the above asset for us $ 5, 000. 00 - 1 - - 1 - - 1 - - 2 - the parties hereto, thereby agree as follows : 1. 1. to party one and party one hereby acknowledges receipt of same. 2. 2. executed in 2008, in the month of october, on the 3rd day. party one party two plymouth enterprises canterbury resources inc. bruce a. wetherall authorized signing officer authorized signing officer - 2 - - 2 - - 2 -
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camber energy, inc. 8 - k exhibit 10. 1
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assignment-agreements
exhibit 10. 6 compound assignment agreement in consideration of the mutual promises set forth in this compound assignment agreement ( the " agreement " ), geetha kamburath,, residing at skanda kripa, payalore, kerala, india ) ( the " inventor " ) and cellceutix corporation, a delaware corporation with an office at 760 main st., willmington ma 01887 ( " cellceutix " ) agree as follows : 2. the assignment of the rights to the compound includes but is not limited to : a ) all data relating to the compound developed by the inventor prior to the agreement or hereafter ; b ) any patents, patent applications, trademarks and copyrights covering the compound. 3. the inventor agrees to provide reasonable assistance to cellceutix in filing and prosecuting patent applications related to the compound as well as in enforcing patents and other intellectual property relating to the compound. cellceutix will reimburse the inventor for any expenses reasonably incurred in providing this assistance. 4. cellceutix will use reasonable efforts to develop the compound giving consideration to the funding available to cellceutix. if cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the compound, that will not be considered a breach of this agreement. 5. cellceutix will pay all expenses associated with developing the compound. 6. cellceutix will pay the inventor 5 % of the net sales of the compound for as long as there is a composition of matter patent in force in the country in which the sale takes place. if no composition of matter patent is issued in a particular country, cellceutix will pay the inventor 3 % of net sales in that country for a period of 10 years from the first commercial sale.
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assignment-agreements
exhibit 2. 1 patent assignment and cross - license and trademark license agreement this patent assignment and cross - license and trademark license agreement ( β€œ agreement ” ) is entered into as of february 11, 2003 ( β€œ effective date ” ) by and between the parties, entegris, inc., a minnesota corporation having corporate offices at 3500 lyman boulevard, chaska, minnesota 55318 ( β€œ entegris ” ), and entegris cayman ltd., a cayman island corporation and wholly - owned subsidiary of entegris, inc. ( β€œ entegris cayman ” ), and asyst technologies, inc., a california corporation having a principal place of business at 48761 kato road, fremont, california 94538 ( β€œ asyst ” ). whereas, asyst is the owner of patents relating to wafer and / or reticle containers, including smif pods and front opening unified pods ( β€œ foups ” ), load ports for interfacing with wafer and / or reticle containers ( β€œ ports ” ), material handling systems for transporting, storing, delivering and loading smif pods, foups and individual wafers, and systems used to track, identify, manage, control and route lots, carriers, wafers and / or reticles during the manufacture of semiconductor devices ( β€œ tracking systems ” ). whereas, entegris and entegris cayman are the owners of patents relating to wafer and / or reticle carriers and containers, ports, and / or tracking systems. whereas, entegris, entegris cayman, and asyst are parties to that certain asset purchase agreement, dated as of february 11, 2003 ( the β€œ asset purchase agreement ” ) under which the parties have agreed to transfer and to license certain patents relating to wafer and / or reticle containers, ports, material handling systems and / or tracking systems. in consideration of the above, entegris, entegris cayman, and asyst agree as follows : article 1 definitions 1. 1 β€œ pod and carrier patents ” means united states and foreign patents issued on or before the [ * ] anniversary of the effective date having claims directed to sealable, transportable containers, wafer and / or reticle carriers and containers, or components of wafer and / or reticle carriers and containers, including, but not limited to, the
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exhibit 10. 4 assignment of contract rights identifications date : march 30, 2023 assignor : lv peninsula holding, llc, a texas limited liability company assignor ’ s address : 990 biscayne blvd., suite 501 miami, florida 33132 assignee : austerra stable growth fund, lp assignee ’ s address : c / o 10119 lake creek pkwy, ste 202, austin, texas 78729 note description ( β€œ the note ” ) : date : march 30, 2023 date : assignor : lv peninsula holding, llc, a texas limited liability company assignor ’ s address : 990 biscayne blvd., suite 501 990 biscayne blvd., suite 501 miami, florida 33132 assignee : austerra stable growth fund, lp assignee ’ s address : c / o 10119 lake creek pkwy, ste 202, austin, texas 78729 note description ( β€œ the note ” ) : date : of even date herewith borrower : lv peninsula holding, llc, a texas limited liability company amount : $ 5, 000, 000. 00 payee : austerra stable growth fund, lp date : of even date herewith date : borrower : lv peninsula holding, llc, a texas limited liability company amount : $ 5, 000, 000. 00 payee : austerra stable growth fund, lp property : tract i : being that certain tract of land stated to contain 59. 3712 acres, more or less, out of the k. baldwin survey no. 600, abst 90, travis county, texas ; and out of a portion of lot 1, amended plat of the cove at lago vista, a subdivision in travis county, texas, according to the map or plat thereof recorded in volume 87, page 174c, plat records of travis county, texas. said 59. 3712 acre tract being more particularly described by metes and bounds in exhibit β€œ a ” attached hereto and made a part hereof. tract ii : parcel 1 : all that part of lots 1 and 2 lying north and east of the railroad right - of - way in section 4, township 7 south, range 9 east of the indian base and meridian, bryan county, state of oklahoma, according to the u. s. government survey thereof. page 1 page 1 parcel 2 : the s / 2 se /
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exhibit 10. 23 quit claim assignment whereas, i, curtis amplatz, a citizen of the united states of america residing at 1200 juno ave., st. paul, minnesota 551116, am a named inventor of the inventions disclosed and claimed in u. s. patent nos. 5, 725, 552 and 6, 123, 715 ; am a named licensor in a license agreement between microvena corporation and frank kotula, kurt amplatz and curtis amplatz ( dated november 7, 1994 and executed by me on november 7, 1994 ) ; am a named inventor on a royalty agreement between aga medical corporation and frank kotula, curtis amplatz ( dated april 22, 1996 and executed by me on may 8, 1996 ) ; and am a named assignor of the assignment executed by me on may 8, 1996 and recorded in the patent and trademark office reel 7996, frame 0869 on may 14, 1996. whereas, aga medical corporation, a minnesota corporation having a principal place of business at 682 mendelssohn avenue, golden valley, minnesota 55427 ( hereinafter referred to as β€œ aga medical ” ) has asserted ownership rights in the inventions disclosed in u. s. patent application serial no. 08 / 272, 335, filed july 8, 1994 ; the inventions disclosed and claimed in u. s. patent nos. 5, 725, 552 and 6, 123, 715 ; the license agreement between microvena corporation and frank kotula, kurt amplatz and curtis amplatz dated november 7, 1994 ; the royalty agreement between aga medical corporation and frank kotula, curtis amplatz dated april 22, 1996 ; and the assignment executed on may 8, 1996 and recorded in the patent and trademark office reel 7996, frame 0869 on may 14, 1996 ; and whereas, the parties to this quit claim assignment wish to resolve certain ownership issues in the inventions disclosed in u. s. patent application serial no. 08 / 272, 335, filed july 8, 1994 ; the inventions disclosed and claimed in u. s. patent nos. 5, 725, 552 and 6, 123, 715 ; the license agreement between microvena corporation and frank kotula, kurt amplatz and curtis amplatz dated november 7, 1994 ; the royalty agreement between aga medical corporation and frank kotula, curtis amp
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assignment-agreements
( a ) the contract is in full force and effect and has not been modified or amended, awe and customer have not assigned their interests in the contract, and the contract represents the entire agreement between awe and customer ; and ( b ) the customer has made only the deposit and no other payments have been made by customer to awe in connection with the contract and there have been no deliveries made or services rendered under the contract by awe ; and ( c ) all obligations to be observed or performed by awe under the contract have been duly observed or performed by awe up to and including the date hereof ; and ( d ) awe and customer have no knowledge of any existing default under the contract and no event has occurred to the knowledge of awe and customer that, with or without the giving of notice or with the passage of time, or both, would constitute a default under the contract. witness : β€œ awe ” americas wind energy, inc. by : name : name : title : witness : β€œ ewt ” ewt - americas inc. by : name : name : title : witness : β€œ customer ” waverly light and power by : name : name : title :
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assignment-agreements
exhibit 4 of 8 assignment of hedging account assignment of hedging account, dated as of november 30, 1999 between a - mark precious metals, inc. ( the " company " ), brown brothers harriman & co., kbc bank n. v., meespierson n. v., rzb finance llc, and any other lender that may be added from time to time ( collectively, the " lenders " ), and brown brothers harriman & co. in its capacity as agent for the lenders ( " agent " ), and carr futures inc. ( the " broker " ). whereas, the company has executed an amended and restated collateral agency agreement dated november 30, 1999 pursuant to which it has appointed the agent as agent for itself and the other lenders ; and whereas, the company carries accounts ( accounts numbered 56961221, 56961222, 56961223, and 56961224, further with the firm of carr futures as brokers whose address is two world financial center, 62nd fl., new york, ny 10018 for trading in commodity futures contracts ( such account hereinafter called the " accounts " ) ; and whereas, the company is now and may hereafter become indebted to the lenders ; now therefore, the company, the broker and the agent hereby covenant and agrees as follows : 1. the company confirms that pursuant to the terms of the amended and restated collateral agency agreement it has, as security for payment of the liabilities granted to the lenders security interests in the company's personal property including, without limitation, its right to payment of any balance which may remain to the credit to the account upon the closing thereof and any and all of the company's existing and hereafter acquired rights to and under all futures contracts sold or purchased by the company and all documents of title together with the goods represented thereby and all proceeds thereof, provided, however, that said security interest shall be subject to the prior payment of all indebtedness of the company to the broker arising solely with regard to the account, as such may exist from time to time, including fees and commissions. 2. the broker is hereby authorized and directed to pay to the agent upon its demand all funds that may hereafter be withdrawable or payable out of the account of the company with the broker, and the
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assignment-agreements
fairchild international patch international inc. corporation per : / s / david stadnyk per : / s / anish somani authorized signatory authorized signatory / s / byron cox byron cox / s / david stadnyk / s / anish somani / s / byron cox
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assignment-agreements
exhibit 10. 1 execution copy assignment agreement this assignment agreement ( β€œ agreement ” ) is between the university of utah research foundation, having a place of business at 615 arapeen dr., suite 310, salt lake city, ut 84108 ( hereinafter referred to as β€œ foundation ” ), and biorestorative therapies, inc., a nevada corporation having its principal place of business at 555 heritage drive, jupiter, fl 33458 ( hereinafter referred to as β€œ brt ” ). 1. recitals 1. 1. whereas, foundation owns all right, title and interest in and to the patents ( as defined below ), which patents were created at the university of utah ( β€œ university ” ). 1. 2. whereas, brt desires to acquire and foundation is willing to assign to brt all of foundation ’ s right, title, and interest in and to the patents and any inventions disclosed and claimed therein. 1. 3. whereas, foundation has determined that such assignment, use, development and commercialization of the patents is in the public ’ s best interest and is consistent with foundation ’ s educational and research missions and goals. 1. 4 whereas, foundation has provided to brt copies of the provisional application with respect to the patents and the assignment from the inventors thereof to foundation, in each case as filed with the united states patent and trademark office. now, therefore, in consideration of the mutual covenants and premises herein contained, the parties agree as follows : 2. definitions 2. 1 β€œ affiliate ” means any entity that controls, is controlled by, or is under common control with brt, directly or indirectly. for purposes of this definition, β€œ control ” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. 1 β€œ affiliate ” means any entity that controls, is controlled by, or is under common control with brt, directly or indirectly. for purposes of this definition, β€œ control ” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. 1 β€œ affiliate ” means any entity that controls, is controlled by, or is under
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assignment-agreements
exhibit 10. 59 assignment and assumption agreement this assignment and assumption agreement ( β€œ agreement ” ) is made as of the 9th day of january, 2007, between aig mortgage capital, llc, a delaware limited liability company, having an address at 1999 avenue of the stars, 38th floor, century city, los angeles, california 90067 ( β€œ selling lender ” ), and kbs se retail, llc, a delaware limited liability company, having an address 620 newport center drive, suite 1300, newport beach, california, 92660 ( β€œ purchasing lender ” ). recitals : whereas, pursuant to a certain loan agreement, dated as of december 21, 2006, aig mortgage capital, llc, a delaware limited liability company, as senior mortgage lender ( β€œ senior lender ” ) has made a loan in the principal amount of up to $ 49, 600, 000 ( β€œ senior loan ” ) to westmarket associates 2006 llc, little river associates 2006 llc, clinton associates 2006 llc, newmarket associates 2006 llc, apopka associates 2006 llc, and westgate associates 2006 llc, each a delaware limited liability company ( β€œ senior borrower ” ) ; whereas, pursuant to a certain mezzanine loan agreement, dated as of december 21, 2006, senior lender has also made a mezzanine loan in the principal amount of $ 8, 000, 000. 00 ( β€œ mezzanine loan ” ) as mezzanine lender ( additionally referred to herein as β€œ mezzanine lender ” ) to westmarket associates 2006 mb llc, little river associates 2006 mb llc, clinton associates 2006 mb llc, newmarket associates 2006 mb llc, apopka associates 2006 mb llc, and westgate associates 2006 mb llc, each a delaware limited liability company ( collectively, the β€œ mezzanine borrower ” ) ; whereas, lender and mezzanine lender, entered into that certain intercreditor agreement, dated as of december 21, 2006 ( the β€œ intercreditor agreement ” ) ; whereas, pursuant to that certain omnibus assignment, dated as of the date hereof ( the β€œ assignment ” ), mezzanine lender has assigned all its right, title and interest in and to the mezzanine loan and the mezzanine loan documents to purchasing lender and this agreement shall serve as notice to senior lender of such assignment ; and whereas, purchasing lender is willing to accept the assignment, and in connection with the
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assignment-agreements
exhibit 10. 1 assignment of contract state of georgia county of gwinnett for and in consideration of the sum of one dollar ( $ 1. 00 ), the undersigned hereby assigns unto touchmark bancshares, inc., a georgia corporation, all of its right, title and interest in and to that certain real estate purchase and sale contract dated may 13, 2009 between gwinnett clinic, ltd., as purchaser, and federal deposit insurance corporation, as receiver for aplha bank & trust, as seller, concerning all that tract or parcel of land lying and being located in fulton county, georgia being more particularly described on exhibit β€œ a ” attached hereto. the parties agree to make any required adjustments in the earnest money deposit among themselves outside of closing. this day of june, 2009. exhibit β€œ a ” legal description all that tract or parcel of land containing 1. 907 acres lying and being in the city of alpharetta in land lot 44 of the 1st district, 1st section of fulton county, georgia, and being more fully described as follows : beginning at a 1 / 2 inch rebar pin found at the northwesterly end of a miter of the right of way intersection of the southerly right of way of old milton parkway ( a / k / a georgia state route 120 ), a right of way of varying widths, with the westerly right of way of brookside parkway, a right of way of varying widths ; thence along said miter and right of way of brookside parkway south 24 degrees 24 minutes 50 seconds east a distance of 21. 69 feet to a 1 / 2 inch rebar pin found ; thence continuing along said right of way south 24 degrees 28 minutes 10 seconds west a distance of 84. 34 feet to a 1 / 2 inch rebar pin found ; thence continuing along said right of way along a curve to the right having a radius of 744. 16 feet an arc distance of 144. 22 feet ( said arc being subtended by a chord bearing south 30 degrees 01 minutes 00 seconds west a distance of 143. 99 feet ) to a 1 / 2 inch rebar pin found ; thence continuing along said right of way south 35 degrees 34 minutes 07 seconds west a distance of 96. 60 feet to a 1 / 2 inch rebar pin set ; thence leaving said right of way north 65 degrees 29 minutes 36 seconds west a distance of 66. 80 feet to a 1 / 2
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assignment-agreements
exhibit 10. 69 nalco company expatriate assignment agreement for david johnson introduction this expatriate agreement is based on the following : a home location of katy, texas, and a host location of the netherlands, the salary and position offered in the host location ; and your current family size of two. if your family situation changes while you are on assignment in the host location, certain aspects of this agreement may be recalculated to better reflect your situation. you must notify your home or host location human resources contact of any such changes to your family situation. assignment your assignment will commence on may 30, 2007 and your assignment location will be the netherlands. your title will be group vice president and president, eame operations, and you will report to bill joyce. salary your beginning base pay will be $ 269, 445 per year. you will be paid in the home location in order to more easily maintain your benefits eligibility. your base pay will be reviewed periodically. employee benefits in order to assist in the repatriation process when the time comes, you will remain on the us benefit plans, with the exception of health benefits, which will be provided under the cigna international benefits plan. you will be responsible for the premiums, which will be deducted from your pay in the us. mobility premium ( s ) additionally, nalco will provide you with a mobility premium at the beginning of your assignment equal to 10 % of your base pay ( $ 26, 945 ) in effect as of the date of transfer to the host country. upon successful completion of your assignment, you will receive an additional mobility premium equal to 10 % of your base pay in effect on that date. if the assignment duration is less than 24 months, but more than 12, the second premium will be prorated or will not be paid. 1 housing and utility allowance the housing & utilities allowances are designed to cover the additional cost of housing and utilities in the host location. your housing allowance is calculated as the difference between typical expatriate housing cost in the host location and the home country - housing norm, unless you choose not to sell your home in katy, texas. the housing norm is defined as the typical cost of home country housing based on your salary and family size. the full housing allowance, equal to the actual cost of unfurnished rental accommodations, up to a maximum of $ 46, 724 per year, will be paid from the host country in local
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assignment-agreements
exhibit 10. 3 assignment agreement the undersigned, 1. cimcool industrial products b. v., a private limited liability company under the laws of the netherlands, having its registered and business offices in the netherlands ( 3134 kk ) vlaardingen at the schiedamsedijk 20, in this matter legally represented by ronald m. krisanda, hereinafter referred to as " employer " ; 1. 1. cimcool industrial products b. v., a private limited liability company under the laws of the netherlands, having its registered and business offices in the netherlands ( 3134 kk ) vlaardingen at the schiedamsedijk 20, in this matter legally represented by ronald m. krisanda, hereinafter referred to as " employer " ; cimcool industrial products b. v., a private limited liability company under the laws of the netherlands, having its registered and business offices in the netherlands ( 3134 kk ) vlaardingen at the schiedamsedijk 20, in this matter legally represented by ronald m. krisanda, hereinafter referred to as " employer " ; 2. milacron llc, a private limited liability company under the laws of delaware having its registered office and maintaining a place of business in the united states of america, 10200 alliance road, suite 200, cincinnati, ohio 45242, in this matter legally represented by thomas j. goeke, hereinafter referred to as " milacron " ; 2. 2. milacron llc, a private limited liability company under the laws of delaware having its registered office and maintaining a place of business in the united states of america, 10200 alliance road, suite 200, cincinnati, ohio 45242, in this matter legally represented by thomas j. goeke, hereinafter referred to as " milacron " ; milacron llc, a private limited liability company under the laws of delaware having its registered office and maintaining a place of business in the united states of america, 10200 alliance road, suite 200, cincinnati, ohio 45242, in this matter legally represented by thomas j. goeke, hereinafter referred to as " milacron " ; and 3. mr. gerrit he, residing in the netherlands, ( 3961 aa ) wijk bij duurstede, at the dijkstra
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assignment-agreements
february 10, 2012 mr. matt hill 133 n. almont drive los angeles, ca 90048 dear matt : on behalf of webxu, inc. ( the β€œ company ” ), this letter agreement ( the β€œ agreement ” ) sets forth the new terms and conditions of your employment with the company and modifies the terms of the employment agreement entered into as of november 15, 2010 between you and the company ( β€œ employment agreement ” ). 1. paragraph 3 ( b ) is hereby amended to provide that in the calculation of ebitda for all purposes as set forth in the employment agreement, any ebitda calculation shall exclude any non - cash stock compensation as an expense. except as expressly amended, supplemented or modified herein, the terms and conditions of your employment agreement are hereby ratified and confirmed. please sign and date this agreement, and return it to me by february 13, 2012, if you wish to accept employment at the company under the terms described above. if you accept our offer, this agreement will commence as of january 1, 2012, with this date being referred to herein as the β€œ employment date. ” best regards, / s / michael warsinske michael warsinske, director best regards, best regards, / s / michael warsinske / s / michael warsinske michael warsinske, director michael warsinske, director accepted : february _ _, 2012 / s / matt hill matt hill / s / matt hill / s / matt hill matt hill matt hill exhibit a employee invention assignment and confidentiality agreement exhibit b waiver and release of claims you hereby release and waive any other claims you may have against company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns ( collectively " releases " ), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under title vii of the 1964 civil rights act, as amended, the california fair employment and housing act and any other laws and / or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the age discrimination in
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assignment-agreements
unofficial english translation exhibit 10. 3 class ii new drug approval assignment agreement party a : harbin tianmu pharmaceuticals company limited party b : jilin tonghua yisheng pharmaceuticals company limited 1. name of the drug : nafarelin 1. 1. 2. indications : endometriosis ; prostatic cancer 2. indications : endometriosis ; prostatic cancer 2. indications : endometriosis ; prostatic cancer 2. 2. indications : endometriosis ; prostatic cancer indications : endometriosis ; prostatic cancer 3. closing of the assignment : based on the national pharmaceutical approval standard, the assignment shall be consummated when the phase 3 clinical trial is finished as evidenced by the new drug approval certificate. 3. closing of the assignment : based on the national pharmaceutical approval standard, the assignment shall be consummated when the phase 3 clinical trial is finished as evidenced by the new drug approval certificate. 3. closing of the assignment : based on the national pharmaceutical approval standard, the assignment shall be consummated when the phase 3 clinical trial is finished as evidenced by the new drug approval certificate. 3. 3. closing of the assignment : based on the national pharmaceutical approval standard, the assignment shall be consummated when the phase 3 clinical trial is finished as evidenced by the new drug approval certificate. closing of the assignment : based on the national pharmaceutical approval standard, the assignment shall be consummated when the phase 3 clinical trial is finished as evidenced by the new drug approval certificate. 4. specification : the drug e shall meet all the requirements of class ii new drug 4. specification : the drug e shall meet all the requirements of class ii new drug 4. specification : the drug e shall meet all the requirements of class ii new drug 4. 4. specification : the drug e shall meet all the requirements of class ii new drug specification : the drug e shall meet all the requirements of class ii new drug 5. total payment : rmb 33, 000, 000 5. total payment : rmb 33, 000, 000 5. total payment : rmb 33, 000, 000 5. 5. total payment : rmb 33, 000, 000 total payment : rmb 33, 000, 000 6. terms of payment : 33 % of the total amount ( rmb 11, 000, 000 ) shall be payable upon execution of this agreement. 33 % of the total amount rmb ( 11,
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assignment-agreements
exhibit 10. 34 exhibit 10. 34 attachment b relocation payback agreement effective date of transfer 7 - 1 - 08 i, william t. yeates agree to pay back relocation expenses in accordance with the following guidelines : ( print employee name ) terminations within 12 months of accepting new assignment voluntary termination within 12 months of accepting new assignment if i voluntarily terminate within 12 months of accepting the new assignment i agree to pay 100 % of all expenses reimbursed directly to me or on my behalf. full payment will be made within 90 days from my departure date. involuntary termination within 12 months of accepting new assignment if my employment is terminated involuntarily and at the discretion of sensus metering systems i understand that i may have an obligation to pay back relocation expenses reimbursed to me or payments made on my behalf. terminations with 24 months of accepting new assignment voluntary termination within 24 months of accepting new assignment if i voluntarily terminate within 24 months of accepting the new assignment i agree to pay all relocation expenses reimbursed directly to me or on my behalf in according to the payback schedule below. involuntary termination within 24 months of accepting new assignment if my employment is terminated involuntarily and at the discretion of sensus metering systems, i understand that i may have an obligation to pay back relocation expenses reimbursed to me, or payments made on my behalf according to the payback schedule below : 13th month 95 % 17th month 75 % 21st month 35 % 14th month 90 % 18th month 65 % 22nd month 25 % 15th month 85 % 19th month 55 % 23rd month 15 % 16th month 80 % 20th month 45 % 24th month 5 % / s / william t. yeates date 6 - 5 - 08 employee signature / s / michael decocco date 6 - 5 - 08 sensus metering systems hr signature the top portion of this form is to be completed at the time of authorization to move. a copy of the signed form should be attached to the employee ’ s benefit package. the original should be retained by sensus metering systems ’ human resource department. to be filled out at the time of termination : date terminated sensus metering systems to be paid back in full by reason ( s ) sensus metering systems relocation payback agreement rev. 5. 05. 06 attachment b relocation payback agreement effective date of transfer 7 - 1 - 08 i, william t. yeates agree to pay back relocation expenses in accordance with the
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assignment-agreements
exhibit 10. 8 dmi life sciences, inc. at - will employment, confidential information, invention assignment, and arbitration agreement as a condition of my employment with dmi life sciences, inc., its subsidiaries, affiliates, successors or assigns ( together, the β€œ company ” ), and in consideration of my employment with the company and my receipt of the compensation now and hereafter paid to me by company, i agree to the following provisions of this dmi life sciences, inc. at - will employment, confidential information, invention assignment, and arbitration agreement ( this β€œ agreement ” ) : 1. at - will employment. i understand and acknowledge that my employment with the company is for no specified term and constitutes β€œ at - will ” employment. i also understand that any representation to the contrary is unauthorized and not valid unless in writing and signed by the president or ceo of the company. accordingly, i acknowledge that my employment relationship may be terminated at any time, with or without good cause or for any or no cause, at my option or at the option of the company, with or without notice. i further acknowledge that the company may modify job titles, salaries, and benefits from time to time as it deems necessary. 2. confidential information. a. company information. i agree that during and after my employment with the company, i will hold in the strictest confidence, and will not use ( except for the benefit of the company during my employment ) or disclose to any person, firm, or corporation ( without written authorization of the president, ceo, or the board of directors of the company ) any company confidential information. i understand that my unauthorized use or disclosure of company confidential information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the company. i understand that β€œ company confidential information ” means any non - public information that relates to the actual or anticipated business, research or development of the company, or to the company ’ s technical data, trade secrets, or know - how, including, but not limited to, research, product plans, or other information regarding the company ’ s products or services and markets therefor, customer lists and customers ( including, but not limited to, customers of the company on which i called or with which i may become acquainted during the term of my employment ), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and
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exhibit 10. 12 recording requested by and when recorded return to : alison d. waterson, esq. alston & bird llp 1201 west peachtree street atlanta, georgia 30309 recording requested recording requested by and when by and when recorded return to : recorded return to : alison d. waterson, esq. alison d. waterson, esq. alston & bird llp alston & bird llp 1201 west peachtree street 1201 west peachtree street atlanta, georgia 30309 atlanta, georgia 30309 assignment of leases defined terms execution date : december 1, 2016 loan : a first mortgage loan in an amount of $ 51, 000, 000. 00 from assignee to assignor execution date : december 1, 2016 execution date : december 1, 2016 loan : a first mortgage loan in an amount of $ 51, 000, 000. 00 from assignee to assignor loan : a first mortgage loan in an amount of $ 51, 000, 000. 00 from assignee to assignor loan : a first mortgage loan in an amount of $ 51, 000, 000. 00 from assignee to assignor assignor & address : br roswell, llc, a delaware limited liability company c / o bluerock real estate, llc 712 fifth avenue, 9th floor new york, ny 10019 attention : michael konig and jordan ruddy with a copy to : kaplan voekler cunningham & frank plc 1401 east cary street richmond, virginia 23219 attention : s. edward flanagan, esq. assignor & address : br roswell, llc, a delaware limited liability company assignor & address : br roswell, llc, a delaware limited liability company c / o bluerock real estate, llc c / o bluerock real estate, llc 712 fifth avenue, 9th floor 712 fifth avenue, 9th floor new york, ny 10019 new york, ny 10019 attention : michael konig and jordan ruddy attention : michael konig and jordan ruddy with a copy to : with a copy to : kaplan voekler cunningham & frank plc kaplan voekler cunningham & frank plc 1401 east cary street 1401 east cary street richmond, virginia 23219 richmond, virginia 23219 attention : s. edward flanagan, esq. attention : s. edward flanagan, esq. assignee & address : metlife hcmjv 1 reit, llc, a delaware limited liability company c / o metlife real estate investors
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exhibit 4. 01 acceptance, assignment and assumption agreement by and among public service company of colorado u. s. bank trust national association and u. s. bank national association dated as of november 8, 2010 acceptance, assignment and assumption agreement dated as of november 8, 2010 ( this β€œ agreement ” ) among public service company of colorado ( the β€œ company ” ), u. s. bank trust national association ( β€œ trustee ” ) and u. s. bank national association ( β€œ successor trustee ” ). whereas, the company and the trustee are parties to an indenture dated as of october 1, 1993 ( as supplemented by a first supplemental indenture dated as of november 1, 1993, by a second supplemental indenture dated as of january 1, 1994, by a third supplemental indenture dated as of september 2, 1994, by a fourth supplemental indenture dated as of may 1, 1996, by a fifth supplemental indenture dated as of november 1, 1996, by a sixth supplemental indenture dated as of february 1, 1997, by a seventh supplemental indenture dated as of april 1, 1998, by an eight supplemental indenture dated as of august 15, 2002, by a ninth supplemental indenture dated as of september 1, 2002, by a tenth supplemental indenture dated as of september 15, 2002, by an eleventh supplemental indenture dated as of april 1, 2003, by a twelfth supplemental indent ure dated as of march 1, 2003, by a thirteenth supplemental indenture dated as of september 15, 2003, by a fourteenth supplemental indenture dated as of may 1, 2003, by a fifteenth supplemental indenture dated as of september 1, 2003, by a sixteenth supplemental indenture dated as of august 1, 2005, by a seventeenth supplemental indenture dated as of august 1, 2007, by an eighteenth supplemental indenture dated as of august 1, 2008, and by a nineteenth supplemental indenture dated as of may 1, 2009 ( the β€œ indenture ” ), relating to the company ’ s securities ; whereas, the company and the trustee desire that the successor trustee replace the trustee as trustee under the indenture, with effect from the date hereof ; whereas, by notice dated november 8, 2010, the company and the trustee provided written notice of the replacement of the trustee with the successor trustee, in accordance with the indenture to the company
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assignment-agreements
exhibit 10. 04 deed of assignment ( production sharing contract – block 5 eez ) the present deed of assignment is concluded between : the democratic republic of sao tome and principe, represented by the agencia nacional do petroleo de sao tome e principe, hereinafter referred to as ( β€œ anp - stp ” ) ; and equator exploration stp block 5 limited, a company existing under the laws of the british virgin islands, registration number 1000133, with registered offices at craigmuir chambers, road town, tortola, british virgin islands with a branch registered in sao tome and principe with the guiche unico under no. 343 / 012 at avenida da independencia nΒΊ. 392, sao tome, hereinafter referred to as ( β€œ equator ” ) ; and kosmos energy sao tome and principe, a company existing under the laws of the cayman islands, whose registered office is located at 4th floor, century yard, cricket square, hutchins drive, elgin avenue, george town, grand cayman ky1 - 1209, cayman islands, hereinafter referred to as ( " kosmos " ). anp - stp, equator and kosmos may collectively be referred to as the β€œ parties ” whereas a. the democratic republic of sao tome and principe represented by the agencia nacional do petroleo de sao tome e principe, ( β€œ anp - stp ” ) and equator are parties to the production sharing contract signed with the democratic republic of sao tome and principe on 18 april, 2012 ( the β€œ contract ” ), in pursuance of which they have obtained the exclusive right to undertake petroleum operations in block 5 within the territory of sao tome and principe ; b. equator has an eighty five percent ( 85 % ) participating interest in the contract, which for the purpose of the assignment equator has divided it in two parts, one of exhibit 10. 04 deed of assignment ( production sharing contract – block 5 eez ) the present deed of assignment is concluded between : the democratic republic of sao tome and principe, represented by the agencia nacional do petroleo de sao tome e principe, hereinafter referred to as ( β€œ anp - stp ” ) ; and equator exploration stp block 5 limited, a company existing under the laws of the british virgin islands, registration
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assignment-agreements
exhibit 10. 2 contrato de cesion de derechos que celebran, por una parte, como cedente, minera de cordilleras, s. de r. l. de c. v., en lo sucesivo denominada β€œ mc ”, representada por el lic. miguel garcia fernandez, y por la otra, minera adularia exploracion, s. de r. l. de c. v., representada por el senor alberto mauricio vazquez sanchez, en lo sucesivo denominada como la β€œ compradora ”, al tenor de las siguientes declaraciones y clausulas : assignment of rights agreement entered into by and between, as assignor minera de cordilleras, s. de r. l. de c. v., hereinafter β€œ mc ”, represented by mr. miguel garcia fernandez, and as the second party minera adularia exploracion, s. de r. l. de c. v., hereinafter the β€œ buyer ” represented by mr. alberto maurivio vazquez sanchez, under the following declarations and clauses : declaraciones declarations i. que en esta misma fecha, mc y la compradora celebraron y ratificaron ante el licenciado guillermo aaron vigil chapa, titular de la notaria publica 247 de la ciudad de mexico, contrato de cesion de derechos ( segun se definen los β€œ lotes, contrato y convenio modificatorio ” en dicho documento ). i. that on this same date, mc and the buyer entered and ratified before mr. guillermo aaron vigil chapa, head of public notary number 247 of mexico city, a contract of assignment of rights ( as the β€œ lots, agreement and amendment agreement ” are defined in said document ). ii. que para efectos de este contrato de cesion de derechos, las partes mutuamente reconocen la personalidad de sus respectivos representantes, quienes manifiestan tener facultades suficientes para la celebracion de este contrato, en virtud de que los poderes otorgados en su favor por sus
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assignment-agreements
exhibit 10. 1 addendum to international assignment agreement april 24, 2019 brad murray ( β€œ the executive ” ) and autoliv, inc., a delaware corporation, ( β€œ the company ” ), together referred to as ( β€œ the parties ” ), have entered into an international assignment agreement ( β€œ the agreement ” ) on march 21, 2018. this addendum ( β€œ the addendum ” ) to the agreement is made between the parties. 1. termination date 1. 1. termination date 1. 1 the agreement will cease automatically on march 31, 2020, ( β€œ the termination date ” ), if the parties do not agree on prolonging the assignment at least six months prior to the termination date or if the agreement is not terminated on an earlier date by either of the parties. 1. 1 1. 1 the agreement will cease automatically on march 31, 2020, ( β€œ the termination date ” ), if the parties do not agree on prolonging the assignment at least six months prior to the termination date or if the agreement is not terminated on an earlier date by either of the parties. 2. treatment of outstanding stock incentive grants 2. 2. treatment of outstanding stock incentive grants 2. 1 if the employment terminates on or after march 31, 2020, or if the employment is terminated by the company before march 31, 2020, any outstanding stock incentive grant made to the executive in 2018 and 2019, but not yet vested before the termination date will be forfeited. instead ; 2. 1 2. 1 if the employment terminates on or after march 31, 2020, or if the employment is terminated by the company before march 31, 2020, any outstanding stock incentive grant made to the executive in 2018 and 2019, but not yet vested before the termination date will be forfeited. instead ; 2. 1. 1 the company shall pay a lump sum cash payment, equivalent to the value of forfeited autoliv and veoneer restricted stock units within a month following the termination date, calculated based on share prices of respective companies on the termination date. 2. 1. 1 2. 1. 1 the company shall pay a lump sum cash payment, equivalent to the value of forfeited autoliv and veoneer restricted stock units within a month following the termination date, calculated based on share prices of respective companies on the termination date. 2. 1. 2 the company shall pay a lump sum cash payment, equivalent to the
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assignment-agreements
lexaria corp., a company incorporated under the laws of the state of nevada, having a business office at # 950 - 1130 west pender, vancouver, british columbia, canada v6e 4a4 ( the β€œ assignor, ” or, β€œ lexaria ” ) emerald atlantic, llc, a business in the state of texas with a business address at 11714 spriggs way, houston, tx, 77024 ( the β€œ assignee ” ) a. the assignor and the assignee are in the business of natural resources exploration and development ; b. lexaria has entered into a farmout, option and participation letter agreement dated december 21, 2005 ( the β€œ head agreement ” ), a copy of which is attached as exhibit i hereto, with griffin & griffin exploration l. l. c. ( β€œ griffin ” ) with respect to the following property : ( 1 ) belmont lake field, wilkinson county, mississippi, section 41 - t2n - r4w c. lexaria currently has the right to earn : ( 1 ) a perpetual 42 % ( gross ) working interest and 27. 30369 % ( net ) revenue interest in the belmont lake well to be drilled and known as pp f - 12 - 7 ( the β€œ well interests ” ). d. on or about september 25, 2013, the assignor received an authorization for expenditure agreement ( the β€œ afe ” ) with griffin, a copy of which is attached as exhibit ii hereto, to participate in the drilling and completion of the pp f - 12 - 7 well by paying a 42 % share of the $ 794, 995 expected costs of drilling and completing of the pp f - 12 - 7 well as per the afe ; and e. the assignee wishes to purchase from the assignor and the assignor wishes to sell to the assignee a pro rata interest of 29. 03 % of 30 % of the well interests ( or 3. 658065 % gross working interest and 2. 378064 % net revenue interests in the pp f - 12 - 7 well ) ( the β€œ pro rata interest ” ) : and the assignee wishes to purchase from the assignor and the assignor may sell to the assignee well interests of up to 5. 947087 % gross working interests and 3. 86613 % net revenue interests in the pp f - 12 - 7 well ) ( the β€œ bonus interest ” ), ( the
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assignment-agreements
exhibit 10. 6 cardinal health contract sales & services 7000 cardinal place dublin, oh 43017 614 # # # - # # # - # # # # main www. cardinal. com november 10, 2006 mr. a. j. kazimi cumberland pharmaceuticals, inc. 2525 west end avenue, suite 950 nashville, tennessee 37203 re : contract sales and services agreement dated may 16, 2006, by and between cardinal health pts, llc ( β€œ cardinal health ” ) and cumberland pharmaceuticals, inc. ( β€œ cumberland ” ), as amended by first amendment to contract sales and services agreement dated july 19, 2006 ( collectively referred to as the β€œ agreement ” ) dear mr. kazimi : as you may already know, cardinal health has signed a definitive agreement to sell its healthcare marketing services division to platinum equity. this transaction includes cardinal health ’ s contract sales organization ( β€œ cso business ” ) that is providing detailing and sampling services under the agreement. cardinal health and platinum equity expect the transaction to close before the end of 2006. in connection with the sale of the cso business, cardinal health will need to assign the agreement to platinum equity. as section 18. 7 of the agreement requires cumberland to consent to an assignment of the agreement, we are requesting that cumberland provide its consent by signing the consent to assignment attached. we look forward to continuing to provide you the same high level of service you expect and deserve. please feel free to contact me at tel : ( 614 ) # # # - # # # - # # # # with any questions you may have about this transition. we would like to receive your consent as soon as possible, but no later than november 22, 2006. thank you for your assistance in this matter. very truly yours, / s / thomas dimke thomas dimke senior vice president & general manager, cardinal health contract sales and service cc : mr. martin s. brown, jr. adams and reese / stokes bartholomew llp 424 church street, suite 2800 nashville, tennessee 37219 exhibit 10. 6 cardinal health contract sales & services 7000 cardinal place dublin, oh 43017 614 # # # - # # # - # # # # main www. cardinal. com november 10, 2006 mr. a. j. kazimi cumberland pharmaceuticals, inc. 2525 west end avenue, suite 950 nashville, tennessee 37203 re : contract sales and services agreement dated may 16, 2006, by and
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assignment-agreements
multifamily mortgage, assignment of rents and security agreement ( kentucky – revision date 03 - 31 - 2008 ) fhlmc loan no. 534381219 willows of plainview multifamily mortgage, assignment of rents and security agreement ( kentucky – revision date 03 - 31 - 2008 ) this multifamily mortgage, assignment of rents and security agreement ( the " instrument " ) is made as of the 16th day of december, 2009, between nlp willows, llc, a limited liability company organized and existing under the laws of delaware, whose county and state of residence are jefferson county, kentucky and whose office address is c / o nts development company, 10172 linn station road, louisville, kentucky 40223, as mortgagor ( " borrower " ), and holliday fenoglio fowler, l. p., a limited partnership organized and existing under the laws of texas, whose address is 9 greenway plaza, suite 700, houston ( harris county ), texas 77046, as mortgagee ( " lender " ). borrower's organizational identification number, if applicable, is # # # - # # # - # # # #. borrower is indebted to lender in the principal amount of $ 17, 920, 000. 00, as evidenced by borrower's multifamily note payable to lender dated as of the date of this instrument, and maturing on january 1, 2020 ( the " maturity date " ). to secure to lender the repayment of the indebtedness, and all renewals, extensions and modifications of the indebtedness, and the performance of the covenants and agreements of borrower contained in the loan documents, borrower mortgages, warrants, grants, conveys and assigns to lender, with power of sale, the mortgaged property, including the land located in jefferson county, state of kentucky, and described in exhibit a attached to this instrument and fully incorporated herein for all purposes. borrower represents and warrants that borrower is lawfully seized of the mortgaged property and has the right, power and authority to grant, convey and assign the mortgaged property, and that the mortgaged property is unencumbered except as shown on the schedule of exceptions to coverage in the title policy issued to and accepted by lender contemporaneously with the execution and recordation of
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exhibit 10. 49 notice of assignment and acceptance august 20, 2002 bank of america, n. a., as administrative agent 335 madison avenue new york, new york attn : james foley manufacturers ’ services limited 300 baker avenue concord, massachusetts # # # - # # # - # # # # attn : sean lannan re : manufacturers ’ services limited ladies and gentlemen : we refer to the credit agreement, dated as of june 20, 2002 ( as extended, renewed, amended or restated from time to time, the β€œ credit agreement ” ), made by and among manufacturers ’ services limited, a delaware corporation ( the β€œ parent ” ), manufacturers ’ services salt lake city operations, inc., a delaware corporation ( β€œ msslco ” ), manufacturers ’ services western u. s. operations, inc., a california corporation ( β€œ mswuso ” ), manufacturers ’ services central u. s. operations, inc., a minnesota corporation ( β€œ mscuso ” ), msl lowell operations, inc., a delaware corporation ( β€œ msllo ” ), and msl midwest operations, inc., a delaware corporation ( β€œ mslmo ” ; and together with the parent, msslco, mswuso, mscuso and msllo, each a β€œ borrower ” and collectively, the β€œ borrowers ” ), the guarantors named therein, the lenders, bank of america, n. a., as administrative agent, credit suisse first boston, cayman islands branch, as syndication agent, general electric capital corporation, as documentation agent, and banc of america securities llc and credit suisse first boston, cayman islands branch, as co - book managers and co - lead arrangers. terms defined in the credit agreement and defined herein are used herein as therein defined. 1. we hereby give you notice of, and request the consent of the administrative agent and the parent to, the assignment pursuant to the assignment and acceptance attached hereto ( the β€œ assignment and acceptance ” ) by bank of america, n. a. ( the β€œ assignor ” ) to orix financial services, inc. ( the β€œ assignee ” ) of 27. 273 % of the right, title and interest of the assignor in and to the credit agreement ( including the right, title and interest of the assignor in and to the revolving credit commitment of the assignor and each of the outstanding revolving loans and
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assignment-agreements
exhibit 10. 54. 7 treemont capital partners iii, lp, a texas limited partnership, as grantor ( borrower ) to nicholas m. pyka, an individual, as trustee ( trustee ) for the benefit of starwood mortgage capital llc, as beneficiary ( lender ) deed of trust, assignment of leases and rents and security agreement dated : location : as of october 4, 2016 6004 marsha sharp freeway lubbock, texas county : lubbock prepared by and upon recorda tion return to : winstead pc 201 north tryon street suite 2000 charlotte, north carolina 28202 attention : jeffrey j. lee, esq. exhibit 10. 54. 7 treemont capital partners iii, lp, a texas limited partnership, as grantor ( borrower ) to nicholas m. pyka, an individual, as trustee ( trustee ) for the benefit of starwood mortgage capital llc, as beneficiary ( lender ) deed of trust, assignment of leases and rents and security agreement dated : location : as of october 4, 2016 6004 marsha sharp freeway lubbock, texas county : lubbock dated : location : as of october 4, 2016 6004 marsha sharp freeway lubbock, texas county : lubbock dated : location : dated : location : as of october 4, 2016 as of october 4, 2016 6004 marsha sharp freeway lubbock, texas 6004 marsha sharp freeway lubbock, texas county : county : lubbock lubbock prepared by and upon recorda tion return to : winstead pc 201 north tryon street suite 2000 charlotte, north carolina 28202 attention : jeffrey j. lee, esq. deed of trust, assignment of leases and rents and security agreement this deed of trust, assignment of leases and rents and security agreement ( this " deed of trust " ) is made as of this 4th day of october, 2016, by treemont capital partners iii, lp, a texas limited partnership, having its principal place of business at 1415 south voss # 110 - 94, houston, texas 77057, as grantor ( " borrower " ), to nicholas m. pyka, an individual, having an address at 401 congress avenue, suite 2100, austin, texas 78701, as trustee ( " trustee " ), for the benefit of starwood mortgage capital llc, a delaware limited liability company, having an address
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assignment-agreements
( a ) to the best knowledge of abi, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or threatened against the assigned debt or against abi as holder of the assigned debt that, if adversely resolved or determined, would have a material adverse effect on the value of the assigned debt ; and ( b ) neither the execution, delivery and performance of this agreement, nor the consummation of the assignment will conflict with, result in a violation of, cause a default under ( with or without notice, lapse of time or both ) or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or the loss of any material benefit under, or result in the creation of any material lien, claim, security interest, charge or encumbrance upon the assigned debt. signed, sealed and delivered by ) art brokerage, inc. in the presence of : ) / s / helen margulis ) signature ) ) art brokerage, inc. print name ) art brokerage inc. ) address ) per : 368 bradford drive, henderson, nevada ) authorized signatory ) chief financial officer ) occupation ) ) / s / helen margulis art brokerage inc. 368 bradford drive, henderson, nevada chief financial officer maverick minerals corporation senergy partners llc by : by : authorized signatory authorized signatory
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assignment-agreements
net profits ten, inc. by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : marlon liam title : president and ceo world moto ( thailand ) co., ltd. by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : paul giles title : president
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assignment-agreements
exhibit 10. 19 may 6, 2010 dear tom : as discussed with you, this letter contains the terms of the resignation agreement ( the β€œ agreement ” ) between you and acelrx pharmaceuticals, inc. ( the β€œ company ” ). 1. resignation date ; final pay. you tendered the resignation of your employment, which the company accepted, effective as of april 30, 2010 ( the β€œ resignation date ” ), which was your last day of work. on the resignation date, the company paid you ( i ) all accrued salary and ( ii ) following the submission of proper expense reports, all expenses reasonably and necessarily incurred by you in connection with the business of the company prior to the resignation date, subject to standard payroll deductions and withholdings. 2. benefits. in recognition of your prior service and in consideration of your signing this agreement and returning it to the company, you are entitled to the following benefits : ( a ) as of the effective date ( as defined below ), six months of your base salary as in effect as of the resignation date, to be paid monthly, starting within thirty ( 30 ) days of the effective date ; ( b ) as of the effective date, six months of company - paid health ( i. e., medical, vision and dental ) coverage and benefits for such coverage as in effect for you as of the resignation date ; provided, however, that ( i ) you constitute a qualified beneficiary, as defined in section 4980b ( g ) ( 1 ) of the internal revenue code of 1986, as amended ; and ( ii ) you elect continuation coverage pursuant to the consolidated omnibus budget reconciliation act of 1985, as amended ( β€œ cobra ” ), within the time period prescribed pursuant to cobra. by signing below, you acknowledge that you are receiving the separation benefits outlined in this paragraph 2 in consideration for waiving your rights to claims referred to in this agreement and that you would not otherwise be entitled to such benefits. 3. vesting of stock option awards. in consideration for your willingness to continue to serve on the board of directors of the company ( the β€œ board ” ), each outstanding stock option granted to you under the 2006 stock plan, as amended, shall continue to vest according to the terms of each such grant, so long as you continue to provide service to the company as a member of the board or as a consultant ( set forth in exhibit c to this agreement ). may 6, 2010
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assignment-agreements
exhibit 10. 5 amended and restated split dollar collateral assignment [ x ] nationwide life insurance company of america policy number 4, 270, 164 assignor : joseph w. packer, jr. insured : joseph w. packer, jr. assignee : prudential savings bank effective date : november 19, 2008 whereas, the assignor previously assigned to the assignee certain interests in the policy as security for certain liabilities of the assignor to the assignee in connection with a split - dollar arrangement regarding the policy in accordance with rev. rul. 64 - 328, 1964 c. b. 11, pursuant to a split - dollar collateral assignment dated september 2, 1993 ( the β€œ prior assignment ” ) ; whereas, upon a surrender of the policy, the assignor has the right to receive the cash surrender value of the policy after the payment of all amounts owed to the assignee ; whereas, as a result of the assignor ’ s right to obtain a portion of the cash surrender value of the policy upon a surrender of the policy, the prior assignment does not satisfy the exemption for death benefit only plans under section 409a of the internal revenue code of 1986, as amended ( the β€œ code ” ) ; whereas, the parties desire to amend and restate the prior assignment in order to grandfather the prior assignment for purposes of section 409a of the code, with the amount of the grandfathered cash surrender value to be determined in accordance with the β€œ proportional allocation method ” set forth in notice 2007 - 34 issued by the internal revenue service ( the β€œ irs ” ) ; whereas, the prior assignment is currently deemed to be grandfathered under treasury regulation Β§ 1. 61 - 22, which grandfathering treatment under the split dollar regulations would normally be lost in the event of a material modification of the prior assignment ; whereas, part iii. d. 2 of irs notice 2007 - 34 expressly states that a modification of a split - dollar life insurance arrangement necessary to avoid the application of section 409a of the code will not be treated as a material modification of the arrangement for purposes of treasury regulation Β§ 1. 61 - 22 ( j ) ; whereas, this amended and restated split dollar collateral assignment ( the β€œ restated assignment ” ) satisfies the requirements in part iii. d. 2 of irs notice 2007 - 34 for having the restated assignment no longer be subject to section 409a of the code, and the restated assignment does not
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assignment-agreements
exhibit 10. 3 [ north carolina ] ( collateral is or includes fixtures ) deed of trust, security agreement and assignment of leases and rents this deed of trust, security agreement and assignment of leases and rents dated as of april 29, 2003 is made by the color works, inc., a north carolina corporation ( β€œ grantor ” ), whose address is c / o bush industries, inc., mason drive industrial park, p. o. box 460, jamestown, new york 14702, to c. patrick crosby, jr., esq., a north carolina resident, ( β€œ trustee ” ) whose address is c / o kilpatrick stockton llp, 1001 west fourth street, winston - salem, nc 27101 - 2400, for the use and benefit of jpmorgan chase bank, a new york banking corporation, as administrative agent for the lenders referred to below ( in such capacity, β€œ beneficiary ” ), whose address is 270 park avenue, new york, new york 10017. references to this β€œ deed of trust ” shall mean this instrument and any and all renewals, modifications, amendments, supplements, restatements, extensions, consolidations, substitutions, spreaders and replacements of this instrument. background a. bush industries, inc. ( the β€œ company ” ) has entered into that certain credit and guarantee agreement, dated as of june 26, 1997 ( as the same may be amended, supplemented, restated or otherwise modified from time to time, the β€œ credit agreement ” ) among the company, each foreign subsidiary borrower ( as defined in the credit agreement ) ( together with the company, the β€œ borrowers ” ), the several banks and other financial institutions from time to time parties thereto ( the β€œ lenders ” ) and beneficiary, as amended by a first amendment, dated as of august 17, 1998, among the borrowers, the lenders and beneficiary, a second amendment, dated as of december 31, 1998, among the borrowers, the lenders and the beneficiary, a third amendment and consent, dated as of march 31, 1999, among the borrowers, the lenders and beneficiary, a fourth amendment, dated as of february 29, 2000, among the borrowers, the lenders and beneficiary, a fifth amendment, dated as of may 2, 2000, among the borrowers, the lenders
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assignment-agreements
assignment of beneficiary of standby letter of credit to : eco building products, inc. otcbb : ecob 909 west vista way vista, ca. 92083 date : 6th day of july 2012 re : standby letter of credit # 3 no :....................... 897 - 117 - 3 dated : to 17 : 00 gmt 12 / 04 / 2016 issued by : bank of china beijing no. 1 fuxingmen nei dajie beijing 100818 china swift code :............. the undersigned beneficiary ( the assignor ) assigns to eco building products, inc. otcbb : ecob, 909 west vista way, vista, 92083, all money now due and payable, or money that may become due and payable, to the assignor under the above referenced standby letter of credit as per the conditions of standby letter of credit # 3. the above - referenced standby letter of credit is delivered to the assignee with the execution of this assignment. the assignor warrants that it has received, as of the date of this assignment, no payments outside or under the above - referenced standby letter of credit, except for the following : none. the assignor further warrants that the amount here assigned is either due and owing or may become due and payable to the assignor. the assignor here ( 1 ) authorizes and directs bank of china beijing to deliver to the assignee any and all payments to be made to the assignor once the conditions of the above referenced standby letter of credit are activated ; ( 2 ) authorizes the assignee to receive those payments, in whatever form made ; and ( 3 ) authorizes the assignee to sign on behalf of the assignor any endorsements, receipts, or acknowledgments that may be required for the assignee ’ s receipt of such payments as per the conditions of the above referenced standby letter of credit. this assignment is executed this date [ ] date. insurfinancial holdings, plc ( reg : 05846021 ) level 17 dashwood house 69 old broad street london, wec2m 1qs united kingdom authorized signature : / s / james patterson james patterson title : director insur
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assignment-agreements
exhibit 10. 1 english free translation of the spanish public deed executed on july 1, 2010 at the santiago notary of mr. andres rubio flores ( digest nΒΊ [ ] / 2010 ). assignment of rights and assignment of rights promise [ assignor ] to royal gold chile limitada in santiago, chile, on july 1, 2010, before me, [ ], lawyer, alternate notary public to the regular of the eighth notary of santiago, mr. andres rubio flores, pursuant to the judicial decree recorded under number 12 of the month of june of the present year, both domiciled in miraflores street number 383, 29th floor, office 2901, borough of santiago ; there appear : [ assignor ], chilean, [ marital status ], [ occupation ], national identity card number [ ], domiciled in [ ], hereinafter also the " assignor " or β€œ promisor assignor ”, on the one hand, and on the other, mr. antonio jose cussen mackenna, chilean, married, commercial engineer, national identity card number 5, 071, 481 - 0, in representation of royal gold chile limitada, taxpayer number 76, 763, 240 - 1, for this purpose both domiciled in this city, at avenida americo vespucio sur eighty, 11th floor, borough of las condes, hereinafter also the " assignee ", β€œ promisee assignee ” or " royal gold ", the appearing parties of legal age, who evidence their respective identities with the referred to identity cards and state : first : general background. first : first : general background. 1. 1 by public deed granted on december 26, 1997 in the santiago notary of mr. arturo carvajal escobar ( digest nΒΊ 6842 - 97 ), mr. jaime ugarte lee and mr. jaime ugarte abrego sold, assigned and transferred, respectively, 2, 760 and 300 series b shares they owned in compania minera nevada s. a. to compania minera barrick chile limitada in the terms and conditions stated in such instrument ( hereinafter also the " purchase agreement " ). part of the price was paid therein according to letter a ) of clause five of the purchase agreement, the other part to be paid in accordance with the terms and conditions described in letters b
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assignment-agreements
exhibit 10. 22. 1 [ letterhead of state street bank and trust company ] acknowledgment of assignment november 2, 2004 scott roney pacific investment management company llc 840 newport center drive, suite 300 newport beach, ca 92660 re : investment advisor agreement, dated july 1, 2002 and amended july 16, 2004 between state street bank and trust company and [ investment advisor ] relating to the american bar association members / state street collective trust ( β€œ trust ” ) ladies and gentlemen : this is to notify you that effective december 1, 2004, state street bank and trust company ( β€œ state street ” ) will be replaced as trustee of the trust by state street bank and trust company of new hampshire, a new hampshire trust company and wholly - owned subsidiary of state street ( β€œ state street trust company ” ). in connection with the appointment of state street trust company as trustee of the trust, state street hereby assigns its rights under the investment advisor agreement to state street trust company, and state street trust company agrees to assume all of such rights and all obligations under the investment advisor agreement as of a effective date. by countersigning this letter below and returning it to us, you acknowledge and agree to such assignment and that state street trust company will be deemed your counterparty for all purposes under the investment advisory agreement effective as of december 1, 2004. sincerely, by : / s / beth halberstadt by : / s / gary jenkins name : beth halberstadt name : gary jenkins title : vice president title : director by : / s / brent l. holden name : brent l. holden title : managing director
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assignment-agreements
exhibit 10. 21 exhibit 10. 21 june 2, 2022 mr. jeremy wilmot dear jeremy, we are pleased to appoint you as special advisor to the ceo of aci worldwide. you will report to odilon almeida. your assignment will begin on september 1, 2022, and will continue for a minimum period of seven months. your monthly base salary will be $ 7, 600 based on working 40 hours per month. you will receive an additional $ 190 per hour worked in excess of 40 hours monthly. you will continue to be eligible to participate in all benefits available for part - time employees. you will be eligible to elect cobra benefits effective september 1, 2022. the cobra benefits available for election include medical, dental and vision benefits. the company will reimburse you for eighty - nine ( 89 % ) of cobra payments. you will be eligible to participate in aci's short - term incentive plan ( sti ) program with an annual target of 100 % of base salary actually earned in 2022. the details of the sti plan will be outlined in separate documents. you will continue to participant in the long - term incentive plan ( ltip ), during your tenure in the new assignment including normal vesting of restricted share units, performance share units and stock options based on the respective plans. the cic severance will remain in effect unless and until that agreement is terminated in accordance with its terms. welcome to a new chapter with the aci worldwide team! sincerely, / s / anthony d. dinkins anthony d. dinkins chief human resources officer agreements : this is an at - will employment relationship and either you or aci worldwide may terminate the relationship for any reason, with or without cause, and with or without advance notice. aci worldwide may also terminate the relationship, without prior notice, for unsatisfactory job performance, misconduct, or failure to abide by company policies. / s / jeremy wilmot i accept the new assignment. jeremy wilmot
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assignment-agreements
assignor : assignee : dated : _ _ _ _ 16 june 2008 _ _ _ _ _ _ _ _ _ _ _ _ _ dated : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ west canyon energy corp. cobra oil & gas company ( aka petrosouth energy corp. ) by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ fred b. zaziski - chairman max pozzoni - president 20333 state hwy. 249 uptown center suite 200 – 113 2100 west loop south houston, tx 77070 suite 900 houston, tx 77027 approved by tog as farmor : dated : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ transco oil & gas, inc. by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ larry j. messmer – president 11605 meridian market view unit 124, # 303 falcon, co 80831
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assignment-agreements
exhibit 10. 8 assignment and conveyance the undersigned hereby transfers, assigns and conveys to ecoready corporation., a nevada corporation with its principal offices located at 1365 n. courtenay parkway, suite a, merritt island, ffl 32953, all of its right, title, interest, ownership and claim to the following : 1. all claims, rights and benefits to and related to united states trademark perfpowerβ„’ trademark, no. 3710192 as registered with the us patent and trademark office and related logos, trade dress and marketing materials related to the alkaline batteries, and to all common law, state, foreign and other trademarks, trade names or other rights to the name perfpowerβ„’. 1. all claims, rights and benefits to and related to united states trademark perfpowerβ„’ trademark, no. 3710192 as registered with the us patent and trademark office and related logos, trade dress and marketing materials related to the alkaline batteries, and to all common law, state, foreign and other trademarks, trade names or other rights to the name perfpowerβ„’. all claims, rights and benefits to and related to united states trademark perfpowerβ„’ trademark, no. 3710192 as registered with the us patent and trademark office and related logos, trade dress and marketing materials related to the alkaline batteries, and to all common law, state, foreign and other trademarks, trade names or other rights to the name perfpowerβ„’. 2. all customer contracts pending, in process, outstanding or otherwise existing as of january 1, 2010, relating to or involving the sale of products under the label perfpowerβ„’ referenced in paragraph 1 above, which as a result of this assignment and conveyance shall be and become the exclusive customers of ecoready corporation, for all alkaline battery products and any products similar to or competitive therewith. 2. all customer contracts pending, in process, outstanding or otherwise existing as of january 1, 2010, relating to or involving the sale of products under the label perfpowerβ„’ referenced in paragraph 1 above, which as a result of this assignment and conveyance shall be and become the exclusive customers of ecoready corporation, for all alkaline battery products and any products similar to or competitive therewith. all customer contracts pending, in process, outstanding or otherwise existing as of january 1, 2010, relating to or involving the sale
790
assignment-agreements
exhibit 10. 32 memorandum to : taconic group llc from : tangiers investors lp date : march 6, 2013 re : disbursement of funds pursuant to that certain securities purchase agreement between the parties listed above dated march 6, 2013, a disbursement of funds will take place in the amount and manner described below : to : taconic group llc from : tangiers investors lp date : march 6, 2013 re : disbursement of funds pursuant to that certain securities purchase agreement between the parties listed above dated march 6, 2013, a disbursement of funds will take place in the amount and manner described below : to : taconic group llc from : tangiers investors lp date : march 6, 2013 re : disbursement of funds please disburse to : amount to disburse : $ 12, 500 form of distribution wire from u. s. bank account name address bank name : bank address bank phone # aba routing # account # total : $ 12, 500 please disburse to : please disburse to : amount to disburse : amount to disburse : $ 12, 500 $ 12, 500 form of distribution form of distribution wire from u. s. bank account wire from u. s. bank account name name address address bank name : bank name : bank address bank address bank phone # bank phone # aba routing # aba routing # account # account # total : $ 12, 500 by : / s / michael sobeck dated : march 6, 2013 tangiers investors, lp name : michael sobeck, managing member of general partner tangiers capital llc 1 by : / s / michael sobeck dated : march 6, 2013 tangiers investors, lp name : michael sobeck, managing member of general partner tangiers capital llc by : / s / michael sobeck dated : march 6, 2013 tangiers investors, lp name : michael sobeck, managing member of general partner tangiers capital llc by : by : / s / michael sobeck dated : march 6, 2013 1 1 1 statement of non - affiliation neither tangiers investors lp nor tangiers capital llc is an officer, director, control person, or beneficial owner of more than 5 % of any class of security of the issuer and i am not and have not been during the preceding three months an affiliate of the company as that term is defined by rule 144 of the securities act of 1933. all information furnished herein is
791
assignment-agreements
exhibit 10. 3 summary of the principal terms of the contract for state - owned construction land use right assignment between wuxi bureau of land and resource and finisar optical communications technology ( wuxi ) co., ltd. ( original document in chinese ) beginning on march 15, 2012, finisar optical communications technology ( wuxi ) co., ltd., as assignee, entered into a contract for state - owned construction land use right assignment with the wuxi bureau of land and resource, as assignor, regarding property located at south of wudu road and east of hong ming company, wuxi, jiangsu, people's republic of china. the initial term of the agreement is for 50 years, starting on march 15, 2012. the agreement allows assignee to make application to the assignor to renew or extend the agreement not less than one year prior to the expiration of the initial term. the total assigned space is 49, 952 square meters. assignee paid a one time assignment fee of cny 37, 364, 300. the ownership of the assigned land belongs to the people's republic of china. assignee has rights of occupancy, use, earnings and disposal in accordance with laws and shall be entitled to construct buildings, structures and their auxiliary facilities by making use of the land. the agreement also contains provisions covering transfer, ease and mortgage of the state - owned construction land use right, expiration of use duration, force majeure, liabilities for breach of the contract, governing laws, and dispute resolution.
792
assignment-agreements
exhibit 10. 2 assignment and amendment no. 1 to aircraft time sharing agreement dated as of the 29th day of may, 2019, among quest diagnostics clinical laboratories, inc., as time share lessor quest diagnostics incorporated, as assignor and stephen h. rusckowski, as time share lessee, concerning the aircraft listed in exhibit b hereto * * * instructions for compliance with β€œ truth in leasing ” requirements under far Β§ 91. 23 within 24 hours after execution of this agreement : mail a copy of the executed document to the following address via certified mail return receipt requested : federal aviation administration aircraft registration branch attn : technical section p. o. box 25724 oklahoma city, oklahoma 73125 at least 48 hours prior to the first flight of any aircraft subject to this agreement : provide notice, using the fsdo notification letter in exhibit a, of the departure airport and the proposed time of departure of the first flight, by facsimile, to the flight standards district office located nearest the departure airport. carry a copy of this agreement in the aircraft at all times. * * * 1 exhibit 10. 2 this assignment and amendment no. 1 to aircraft time sharing agreement ( β€œ amendment no. 1 ” ) is made and effective as of the 29th day of may, 2019 ( the β€œ effective date ” ) by and among quest diagnostics incorporated, a delaware corporation ( β€œ assignor ” ), quest diagnostics clinical laboratories, inc., a delaware corporation ( β€œ time share lessor ” ) and stephen h. rusckowski ( β€œ time share lessee ” ). w i t n e s s e t h : whereas, assignor and time share lessee have previously entered into that certain aircraft time sharing agreement ( the β€œ agreement ” ) dated as of december 17, 2013, relating to the lease from assignor to time share lessee of a dassault falcon 2002 aircraft bearing u. s. registration number n455dx and manufacturer ’ s serial number 146 ( the β€œ aircraft n455dx ” ) ; whereas, assignor terminated its interest in aircraft n455dx on april 23, 2019 ; whereas, time share lessor has entered into that certain aircraft lease ( s / n 216 ) dated as of december 27, 2018 ( the β€œ lease ” ) with pnc equipment finance, llc ( β€œ pnc ” ) relating to the lease by pnc to time share lessor of a das
793
assignment-agreements
exhibit 10. 18 june 13, 2014 jane wright - mitchell address line 1 address line 2 dear jane : on behalf of acelrx pharmaceuticals, inc. ( the β€œ company ” ), i am pleased to offer you the full time position of chief legal officer. speaking for myself, as well as the other members of the company ’ s management team, we are all very impressed with your credentials and we look forward to your future success in this position. the terms of your new position with the company are as set forth below : 1. position. ( a ) your job title will be chief legal officer, and your primary work location will be acelrx headquarters in redwood city, california. you will report to richard king, chief executive officer. of course, the company may change your position, duties, and work location from time to time at its discretion. ( b ) you agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the company. during the term of your employment, you further agree that you will devote 100 % of your business time and attention to the business of the company, the company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the company, such consent not to be unreasonably withheld, and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the company. nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, from owning no more than one percent ( 1 % ) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange or serving on no more than one board of directors of another noncompetitive domestic or international company ; provided, however, that in all cases, these activities do not unreasonably detract from the performance of your duties for the company. 2. start date. subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position with the company on july 14, 2014 ( the β€œ start date ” )
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assignment-agreements
exhibit 10. 6 intrexon 20374 seneca meadows pkwy germantown, md 20376 ( + 1 ) 301 # # # - # # # - # # # # dna. com intrexon 20374 seneca meadows pkwy germantown, md 20376 ( + 1 ) 301 # # # - # # # - # # # # dna. com intrexon intrexon 20374 seneca meadows pkwy germantown, md 20376 ( + 1 ) 301 # # # - # # # - # # # # dna. com 20374 seneca meadows pkwy germantown, md 20376 ( + 1 ) 301 # # # - # # # - # # # # dna. com better dna december 23, 2019 oragenics, inc. 4902 eisenhower blvd., suite 125 tampa, fl 33634 attention : chief executive officer re : letter providing notice of assignment ( β€œ notice ” ) regarding the stock issuance agreement and the exclusive channel collaboration agreement ( as amended ), each dated 6 / 5 / 2012 ( collectively, the β€œ agreement ( s ) ” ) by and between oragenics, inc. and intrexon corporation ( β€œ intrexon ” ) re : letter providing notice of assignment ( β€œ notice ” ) regarding the stock issuance agreement and the exclusive channel collaboration agreement ( as amended ), each dated 6 / 5 / 2012 ( collectively, the β€œ agreement ( s ) ” ) by and between oragenics, inc. and intrexon corporation ( β€œ intrexon ” ) re : letter providing notice of assignment ( β€œ notice ” ) regarding the stock issuance agreement and the exclusive channel collaboration agreement ( as amended ), each dated 6 / 5 / 2012 ( collectively, the β€œ agreement ( s ) ” ) by and between oragenics, inc. and intrexon corporation ( β€œ intrexon ” ) dear sir or madam : intrexon has recently executed an agreement to sell several of its business units, including its api fermentation business, in a transaction expected to close in early 2020 ( the β€œ transaction ” ). for details regarding the transaction, see the press release located on intrexon ’ s website at https : / / investors. dna. com / press. in preparation for the transaction closing, intrexon has reorganized the entirety of its ongoing api fermentation operations and assets into il
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assignment-agreements
exhibit 10. 4 assignment of net profit interest agreement this assignment of net profit interest agreement ( β€œ agreement ” ) is made and entered this 31st day of january, 2019 by and between the individuals and entities ( collectively, β€œ investors ” ) listed on the signature page hereto, and bandolier energy, llc ( β€œ bandolier ” ), 4582 kingwood drive, suite e, kingwood, tx 77345. whereas, investors, bandolier and petro river oil corp ( β€œ petro river ” ) have entered into a securities purchase agreement dated as of january 9, 2019 ( the β€œ purchase agreement ” ) ; whereas, bandolier owns oil & gas leases and leasehold ( β€œ bandolier leasehold ” ) in osage county, oklahoma ; and whereas, pursuant to the purchase agreement, petro river and bandolier wish to use the investors ’ funds to drill ten ( 10 ) new oil & gas wells ( β€œ ten wells ” ) on the bandolier leasehold as identified on exhibit b hereto. now therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows : 1 ) identity and location of the ten wells : bandolier currently owns an undivided 75 % working interest in and to 82, 240 net mineral acres of oil & gas leases, leasehold and / or concession options in osage county, oklahoma. bandolier has drilled fifteen oil & gas wells on the bandolier leasehold, and currently is producing from twelve of these fifteen wells. the proposed ten wells will be drilled in close proximity to bandolier ’ s existing wells and are listed on exhibit β€œ b ”, attached hereto and made a part hereof. as each of the ten wells are drilled, bandolier will evaluate its results before electing to complete that well, and will elect to complete or plug said well in its sole discretion. bandolier also will monitor and evaluate the production results of each completed well, and does reserve the right to change or modify the location of some or all of the remaining ten wells if early drilling and / or completion results so warrant. 1 ) identity and location of the ten wells : bandolier currently owns an undivided 75 % working interest in and to 82, 240 net mineral acres of oil & gas leases, leasehold and / or concession options in osage county, oklahoma. band
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assignment-agreements
exhibit 10. 1 prepared by and return to : stichter, riedel, blain & prosser, p. a. c / o elena paras ketchum, esq. 110 east madison street - suite 200 tampa, florida 33602 assignment for the benefit of creditors assignment, made this 11th day of january, 2010 between dynamic response group, inc., a florida corporation, with a principal place of business at 4770 biscayne boulevard, suite 780, miami, florida 33137 ( hereinafter β€œ assignor ” ) and phil von kahle of michael moecker & associates, inc., whose address is 6861 sw 196th avenue - # 203, ft. lauderdale, florida 33332 ( hereinafter β€œ assignee ” ). whereas, the assignor is a marketing company that develops and distributed personal development and health services through print catalogs, radio, direct mail, direct response television programming and the internet. whereas, the assignor is indebted to creditors, as set forth in schedule a annexed hereto, is unable to pay its debts as they become due, and is desirous of providing for the payment of its debts, so far as it is possible by an assignment of all of its assets for that purpose. now, therefore, the assignor, in consideration of the assignee ’ s acceptance of this assignment, and for other good and valuable consideration, hereby grants, assigns, conveys, transfers, and sets over, unto the assignee, her or his successors and assigns, all of its assets, except such assets as are exempt by law from levy and sale under an execution, including, but not limited to, all real property, fixtures, goods, stock, inventory, equipment, furniture, furnishings, accounts receivable, bank deposits, cash, promissory notes, cash value and proceeds of insurance policies, claims and demands belonging to the assignor, and all books, records, and electronic data pertaining to all such assets, wherever such assets may be located, hereinafter the β€œ estate, ” as which assets are, to the best knowledge and belief of the assignor, set forth on schedule b annexed hereto. the assignee shall take possession of, and protect and preserve, all such assets and administer the estate in accordance with the provisions of chapter 727, florida statutes, and shall liquidate the assets of the estate with reasonable dispatch and
797
assignment-agreements
exhibit 10. 45 mark sumeray temporary assignment plan in order to provide strategic support to the european business during a critical time of reimbursement, pricing, and launch of lojuxta in addition to myalept registration and prelaunch planning, aegerion has agreed to a temporary assignment, not to exceed one year, for dr. mark sumeray in germany. dr. sumeray will maintain his position of chief medical officer responsible for aegerion ’ s global clinical development, research, pv and medical affairs strategy and operations and thereby ensure a presence in cambridge for managerial meetings, employee 1 : 1 ’ s, coaching and development and appropriate β€œ networking maintenance ” during this temporary assignment plan. dr. mark will make a special effort to enable access for his direct report group during the period he is working from germany. this may require evening conference calls from europe given the six ( 6 ) hour time change. this plan is contingent upon continuing high performance. below are specific objectives mark will achieve to assist the emea as part of this assignment. the temporary assignment plan terms are as follows : effective : october 1, 2015 – september 30, 2016 terms Β· incidental assignment allowance : ( $ 33, 750 ) grossed up. Β· temporary lodging expenses : as part of this temporary assignment, we will reimburse dr. sumeray the cost of actual lodging expenses ( in the form of rent and utilities ) not to exceed the lesser of a ) $ 4750 per month ( $ 57, 000 annualized ) during the term of this temporary assignment ) or b ) the per diem lodging rates allowable for munich, germany as established by the us department under federal travel regulations. reimbursements will be supported by documented expenses. Β· as a temporary assignment, all travel – except travel related to holidays / vacation - will be treated as business expenses. this includes hotels, airfare, and taxis. Β· we will provide tax assistance not to exceed $ 5k for term of this temporary assignment as needed. emea goals Β· european myalept filing for generalized lipodystrophy and strategy for severe pl indication Β· capture study – implementation in europe Β· germany gba – strategy and implementation of gba process for market access in germany Β· france ceps – value arguments to support pricing Β· early access program in eu ( myalept nps – french atu, italian law 648 ) Β· work in close coordination and communication with david allmond
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assignment-agreements
assignment and assumption of agreement for value received, doc holliday casino llc, dba doc holliday casino ( assignor ), hereby assigns to doc holliday casino ii, llc dba doc holliday casino ii whose mailing address is p o box 639, central city, co 80427 ( β€œ assignee ” ), the entire interest of assignor under that certain sales order contract referencing sales order no. 216975 ( β€œ 77012506 ” ) ( β€œ prior agreement ” ), which is attached hereto and incorporated herein by reference, between assignor and igt whose address is 9295 prototype dr., reno, nv 89511 ( β€œ igt ” ). whereas, the parties hereto wish to confirm the assignment and assumption and further clarify their rights and obligations thereunder ; now, therefore, it is agreed, that : 1. assignee hereby agrees to assume all of the obligations and duties of assignor under the terms and conditions of sales order contract # 77012506 and to sign appropriate documents to perfect igt ’ s security interest in the equipment. 2. igt hereby acknowledges and consents to the foregoing assignment and assumption. 3. as of march 18, 2008, the outstanding principal balance due and owing igt under sales order contract # 77012506 is one hundred eighteen thousand eight hundred seventy seven and 72 / 100 dollars ( $ 118, 877. 72 ) ( the β€œ principal balance ” ) and the outstanding interest balance accruing at the rate of eight and one half percent ( 8. 5 % ) is nine thousand one hundred ninety three and 86 / 100 dollars ( $ 9, 193. 86 ) ( the β€œ interest balance ” ). 4. the principal balance and interest balance will be combined for a balance of one hundred twenty eight thousand seventy one and 58 / 100 dollars ( $ 128, 071. 58 ) ( the β€œ new principal balance ” ) and shall be paid in eighteen ( 18 ) consecutive monthly principal and interest installments of seven thousand six hundred three and 45 / 100 dollars ( $ 7, 603. 45 ) commencing april 18, 2008, and continuing on the same day of each month thereafter. a final consecutive payment of all outstanding principal and interest shall be immediately due and payable september 18, 2009. 5. interest will accrue on the outstanding principal balance at a fixed rate of eight and one half
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assignment-agreements
exhibit 2. 4. 1 contract related to the assignment of trademarks by and between the undersigned : Β· jeanne lanvin, corporation with its head office at 15, rue du faubourg saint - honore, 75008 paris, registered in the rcs de paris under number 612 048 629, and represented by its chair and chief executive officer, ms. shaw lan chu - wang, hereafter referred to as β€œ lanvin ”, Β· jeanne lanvin, corporation with its head office at 15, rue du faubourg saint - honore, 75008 paris, registered in the rcs de paris under number 612 048 629, and represented by its chair and chief executive officer, ms. shaw lan chu - wang, hereafter referred to as β€œ lanvin ”, Β· jeanne lanvin, corporation with its head office at 15, rue du faubourg saint - honore, 75008 paris, registered in the rcs de paris under number 612 048 629, and represented by its chair and chief executive officer, ms. shaw lan chu - wang, hereafter referred to as β€œ lanvin ”, Β· of the first part, and Β· inter parfums, corporation with its head office at 4, rond - point des champs elysees, 75008 paris, registered in the rcs de paris under number 350 219 382, and represented by its chair and chief executive officer, mr. philippe benacin, hereafter referred to as β€œ inter parfums ”, Β· Β· Β· inter parfums, corporation with its head office at 4, rond - point des champs elysees, 75008 paris, registered in the rcs de paris under number 350 219 382, and represented by its chair and chief executive officer, mr. philippe benacin, hereafter referred to as β€œ inter parfums ”, of the second part, it is first and foremost understood that : the assignor and the assignee have entered into a license agreement involving the use of trademarks and formulas, effective on july 1, 2004, and expiring on june 30, 2019, for a total period of 15 years ( hereafter referred to as the β€œ license agreement ” ). in accordance with the license agreement, the assignee markets and distributes, as of the date of this contract, perfume lines by
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