Counsel for Company. I hereby acknowledge that I have been advised to seek the advice of independent legal counsel and other advisors in connection with this Agreement and the Other Agreements, if any, and, further, that, Axxx Xxxxxx is legal counsel for the Company in connection with this Agreement and the other Agreements, if any, and the transactions contemplated hereby and thereby and does not represent the me in any fashion. THIS AGREEMENT HAS BEEN PREPARED BY LEGAL COUNSEL TO THE COMPANY. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE BEEN ADVISED TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL. I ALSO ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. EXECUTION OF THIS AGREEMENT BY ME SHALL MEAN THAT I SOUGHT ADVICE FROM INDEPENDENT LEGAL COUNSEL OR DETERMINED THAT SUCH COUNSEL WAS NOT NECESSARY. I hereby agree that any ambiguities in this Agreement shall not be construed against the drafter or by reason of the drafting or preparation hereof. The parties have executed this Agreement on the respective dates set forth below, to be effective as of the Effective Date first above written. THE COMPANY: VOICE LIFE INC. By: /s/Rxxxxx Xxxxx (Signature) Name: Rxxxxx Xxxxx Title: President/CEO Address: Attn: President VOICE LIFE INC. 7000 Xxxxxx Xxxxxx Xxxxx 000, Xxxxxxxxxx Xxxxx, XX 00000 Date: 3/12/2015 CONSULTANT: Rxxxxx Xxxxx Rxxxxx Xxxxx (PRINT NAME) /s/Rxxxxx Xxxxx (Signature) Address: 7000 Xxxxxx Xxxxxx Xxxxx 000, Xxxxxxxxxx Xxxxx, XX 00000 Date: 3/12/2015 ANNEX A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER SECTION 4(a) Title Date Identifying Number or Brief Description X No inventions, improvements, or original works of authorship Additional sheets attached Signature of Consultant: /r/Rxxxxx Xxxxx Print Name of Consultant: Rxxxxx Xxxxx Date: March 12, 2015 ANNEX B Section 2870 of the California Labor Code is as follows:
Counsel for Company. At Closing Time, the Representative shall have received the opinion, dated as of such Closing Time, of Xxxxxx & Xxxxxxx LLP, special U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit B hereto and to such further effect as counsel for the Underwriters may reasonably request.
Counsel for Company. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and the Sub-underwriter, together with signed or reproduced copies of such opinion for each of the other Underwriters and the Sub-underwriter, to the effect set forth in Exhibit C hereto.
Counsel for Company. This Agreement has been drafted by Xxxxxxx & Xxxx, S.C. (“G&K”), as counsel for the Company. Each Investor acknowledges and agrees that G&K has not represented any Investor in any way in connection with this Agreement and each such Investor has had the opportunity to seek advice of independent legal counsel. I have read, understand, had all of my questions answered and agree to be bound by the terms of this Subscription Agreement. Total purchase price of Class A Units (# of Class A Units times $1,000) = $ 2,400,000 Total number of Class A Units = 2.400 Dated this 1st day of March, 2021. If an individual, sign here: If an entity, sign here:
Counsel for Company. This Agreement has been drafted by Xxxxxxx & Xxxx, S.C. (“G&K”), as counsel for the Company. Each Member and Permitted Transferee acknowledges and agrees that G&K has not represented any Member, Permitted Transferee or other Person in any way in connection with this Agreement and each such Member and Permitted Transferee has had the opportunity to seek advice of independent legal counsel.
Counsel for Company. The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, addressed to the Underwriters in substantially the form set forth in Annex 1 hereto.
Counsel for Company. The opinion of Davis Polk & Wardwell, counsel for the Company, in form xxx xxxxxxnce xxxxxxxctory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Counsel for Company. At Closing Time, the Underwriters shall have received the favorable opinion dated as of the Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel for the Company, together with signed or reproduced copies of such opinion for each of the other Underwriters and each of the Sub-underwriters, in form and substance satisfactory to counsel for the Underwriters and Sub-underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters and Sub-underwriter may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials.
Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and Sub-underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Counsel for Company. Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, an opinion and negative assurance letter, dated such Closing Date, in the form attached hereto as Exhibit B.
