IN WITNESS OF the parties have executed this Agreement as of the date first mentioned above. MEMBER NAME COMPANY NAME By: Name: MEMBER NAME Title: MEMBER TITLE EXHIBIT C SPOUSAL CONSENT TO OPERATING AGREEMENT I, the undersigned, being the spouse of one of the members named in the Company Name Operating Agreement (the "Agreement"), acknowledge that:
IN WITNESS OF the parties hereto have caused this Owner Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. SECURITIZED ASSET BACKED RECEIVABLES LLC, Depositor By: ------------------------------------- Name: Title: --------------------------------------, Transferor By: ------------------------------------- Name: Title: --------------------------------------, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: --------------------------------------, not in its individual capacity but Paying Agent By: ------------------------------------- Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, _________________________) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN Section 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF Section 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF Section 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NO...
IN WITNESS OF. WHICH the parties have executed this Agreement as of the date first written above.
IN WITNESS OF the parties have executed this Agreement as of the date first mentioned above. _______________________________ Member Name Company Name By: Name: Member Name Title: Member EXHIBIT C SPOUSAL CONSENT TO OPERATING AGREEMENT I, the undersigned, being the spouse of one of the members named in the Company Name Operating Agreement (the "Agreement"), acknowledge that: I have read the Agreement in its entirety and understand that: Upon the occurrence of certain events as specified in the Agreement, Company Name (the “Company”) will have the right to and may be obligated to purchase membership interests owned by another member at a price and on terms and conditions set forth in the Agreement; The purchase of any member’s Interest will include his or her entire interest, including any community property interest and other marital property interests of such member’s spouse; and The Agreement imposes certain restrictions on any attempts by me to transfer any interest I may have in the Company or any Interest in the Company by virtue of my marriage. I approve and agree to be bound by all terms of the Agreement and agree that any interest (community property or otherwise) that I may have in the Company are subject to the terms of this spousal consent and the Agreement. I agree that my spouse may join in any future amendments or modifications to the Agreement without any notice to me and without any signature, acknowledgment, agreement or consent on my part. I agree that I will transfer any interest I may have in the Company by my will or estate documents, outright and free of trust to my spouse. I acknowledge that I have been advised and have been encouraged to seek independent counsel of my own choosing to represent me in matters regarding the Operating Agreement and my signing this spousal consent. I consent to the Company and my spouse making and maintaining the Subchapter S Election (if applicable) under the Internal Revenue Code, as amended from time to time.
IN WITNESS OF which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written. SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) PERNLI MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) PERSECT MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) FELOX MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) RESPENT MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX Supplemental Agreement No. 1 SIGNED and DELIVERED ) /s/ Cxxxx Xxxx Xxxxxx as a DEED by Kxxx Xxxxx and Txx Xxxx Xxxx ) Cxxxx Xxxx Xxxxxx as duly authorised ) Director for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) /s/ Txx Xxxx Xxxx (as a Bank) ) Txx Xxxx Xxxx in the presence of:- ING Bank N.V. Singapore ) /s/ Cxxx Xxxx Xxxx 1 Xxxxxxx Xxxxxx Cxxx Xxxx Xxxx #10-00 Xxxxx Xxxxx Xxxxxxxxx 000000 SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) CREDIT AGRICOLE ) CORPORATE & INVESTMENT BANK ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Axxx Xxxx as a DEED by Axxx Xxxx...
IN WITNESS OF. WHICH the Parties have executed this Agreement as at the date first above written. CANOPY GROWTH CORPORATION Per: (signed) “Xxxxx Xxxxxx” Authorized Signing Officer I have authority to bind the company.
IN WITNESS OF. THE FACT that the Parties agree with the content of this Agreement, understand it and agree to perform this Agreement, the Parties affix their signatures and declare that this Agreement has been entered into based on their free and serious will. On 23 March 2020 For and on behalf of Xxxxxx Xxxxxx XX a.s., as the Company SIGNATURE Name: Xxxxxx Xxxxxxxxxxxx Position: Chairman of the Board of Directors SIGNATURE Name: Xxxxx Xxxxxx Position: Member of the Board of Directors On 23 March 2020 The Member SIGNATURE
IN WITNESS OF which the parties have signed this Agreement on the date set out above. AMRYT PHARMA PLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director ATHYRIUM OPPORTUNITIES II ACQUISTION 2 LP By: Athyrium Opportunities Associates II LP, its general partner By: Athyrium GP Holdings LLC, its general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISTION 2 LP By: Athyrium Opportunities Associates III LP, its general partner By: Athyrium Opportunities Associates III GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory HIGHBRIDGE MSF INTERNATIONAL LTD. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director 1992 TACTICAL CREDIT MASTER FUND, L.P. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director HIGHBRIDGE SCF SPECIAL SITUATIONS SPV, L.P. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director NINETEEN77 GLOBAL MULTI-STRATEGY ALPHA MASTER LIMITED By: UBS X’Xxxxxx LLC, its investment adviser By: /s/ Xxxxx Xxx Xxxxxx Name: Xxxxx Xxx Xxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director NINETEEN77 GLOBAL CONVERTIBLE BOND MASTER LIMITED By: UBS X’Xxxxxx LLC, its investment adviser By: /s/ Xxxxx Xxx Xxxxxx Name: Xxxxx Xxx Xxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director WHITEBOX RELATIVE VALUE PARTNERS, LP By: Whitebox Advisors LLC its investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Deputy General Counsel WHITEBOX GT FUND, LP By: Whitebox Advisors LLC its investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Deputy General Counsel WHITEBOX MULTI-STRATEGY PARTNERS, LP By: Whitebox Advisors LLC its investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Deputy General Counsel PANDORA SELECT PARTNERS, LP By: Whitebox Advisors LL its investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Deputy General Counsel SCHEDULE FORM OF NOTIFICATION FORM [Back Stop Party] [Address] (the “Back Stop Party”, “you”) Dear Sirs We refer to the backstop subscription agreement dated [l] 2019, and any valid amendments thereto, between, inter alia, Amryt Pharma PLC and the Back Stop Party (the “Agreement”). The Company hereby declares and undertakes in favour of the Back Stop Party that all of the Conditions have been satisfied or validly waived in accordance with the terms of the Agreement. In accordance with the Agreement, ...
IN WITNESS OF which the parties have executed this document as a deed on the date set out above. EXECUTED and DELIVERED as a DEED by ) RESACA EXPLOITATION, INC ) Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) XXXXXXX XXXXXX LIMITED ) Director In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) ROYAL BANK OF CANADA EUROPE LIMITED ) Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) XXXXXXXXX XXXXX c/o XXXXXX XXXXXX ) /s/ Xxxxxxxxx Xxxxx c/o Xxxxxx Xxxxxx Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation:
IN WITNESS OF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ATTEST: AUDIO BOOK CLUB, INC. ________________________ By:______________________________________________ Name: Title: NATIONAL SECURITIES CORPORATION By:______________________________________________ Name: Title: EXHIBIT A [FORM OF REPRESENTATIVES' WARRANT CERTIFICATE] THE REPRESENTATIVES' WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE REPRESENTATIVES' WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, ____ ___, 2002 Representatives' Warrant No. __________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that _______, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from ______ _____, 1998 until 5:30 p.m., New York time on ____ ___, 2002 ("Expiration Date"), up to ____ shares of fully-paid and non-assessable common stock, no par value ("Common Stock") of Audio Book Club, Inc., a Florida corporation (the "Company") at the initial exercise price, subject to adjustment in certain events, of $_____ per share (the "Exercise Price") upon surrender of this Representatives' Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Representatives' Warrant Agreement dated as of _____ ___, 1997 among the Company and National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representatives' Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representatives' Warrant evidenced by this Warrant Certif...
