IN WITNESS WEREOF the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. COMPANY: NEUROSIGMA, INC. a Delaware corporation By: Name: Title: [Signature Page for Note and Warrant Purchase Agreement] INVESTOR: [NAME] By: Name: Title:
IN WITNESS WHEROF the City and Consultant have caused this Master Agreement to be executed by their respective duly authorized representatives as follows.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
IN WITNESS WHERE OF parties herein above named have set their respective hands and signed this Agreement for sale at ……………. in the presence of attesting witness, signing as such on the day first above written. Signed and delivered by the within named Allottee(s) in the presence of witnesses on ……………………… Passport size photograph with signature across the photograph (First- Allottee) Passport size photograph with signature across the photograph (Second- Allottee) Passport size photograph with signature across the photograph (Third- Allottee) Signature (Name) (First-Allottee) Signature (Name) (Second-Allottee) Signature (Name) (Third-Allottee) Signed and delivered by the within named Promoter in the presence of witnesses at ……………………… on ………….. PROMOTER For and on behalf of M/s Name Signature Designation WITNESSES 1- Signature Name Address 2- Signature Name Address SCHEDULE-1 (Details of land holdings of the Promoter and location of the Project) Name of Revenue village and Tehsil Khasra No. Area (in meters) Total Area Name of Scheme/Colony and City Plot No. Area (in meters) 2- The piece and parcel of the plot of land in site is bounded on the :- In North ……. In South …….. In East ……… In West ……… And measuring North to South …………… East to West …………….
IN WITNESS WHEREFORE the parties have signed this Agreement on the date first written above. COMPANY: HORIZON PHARMA, INC. HORIZON PHARMA USA, INC. By: Title: Chairman, President & CEO Print Name: Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxx Signature: As authorized agent of the Company March 16, 2017 Date EXECUTIVE: Xxxxxxx XxxXxxxxx /s/ Xxxxxxx XxxXxxxxx Xxxxxxx XxxXxxxxx, individually March 16, 2017 Date EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Section 3 of the Executive Employment Agreement dated February 16, 2017, (the “Employment Agreement”), to which this form is attached, I, Xxxxxxx XxxXxxxxx, hereby furnish Horizon Pharma, Inc. and Horizon Pharma USA, Inc. (together the “Company”), with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the California Labor Code (as amended), the California Family Rights Act, and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company, any and all indemnification agreements, or applicable law; to payments under Section 4 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under any applicable workers’ compensation statute; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other right that is not waivable under applicable law. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated March 15, 2017. Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated March 15, 2017, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: March 16, 2017 By: /s/ Xxxxxxx XxxXxxxxx
IN WITNESS of which this Framework Agreement has been duly executed by the Parties. Signed duly authorised for and on behalf of the SUPPLIER Signature: ………………………………………………. Name: ………………………………………………. Position: ………………………………………………. Date ………………………………………………. [Guidance Note: this document should be signed by the same supplier entity that submitted the ITT.] Signed for and on behalf of the AUTHORITY Signature: ………………………………………………. Name: ………………………………………………. Position: ………………………………………………. Date ……………………………………………….
IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. SIGNED, SEALED AND DELIVERED in the presence of: Witness ====================================== (Insert Registered Owner Name) Per: Print Name: Print Position: Date Signed: ==================================== SIGNED, DELIVERED AND ATTESTED to by the proper signing officers of Halifax Regional Municipality, duly authorized in that behalf, in the presence of: HALIFAX REGIONAL MUNICIPALITY Witness Per: MAYOR Date signed: Witness Per: MUNICIPAL CLERK Date signed: PROVINCE OF NOVA SCOTIA COUNTY OF HALIFAX On this day of , A.D. 20 , before me, the subscriber personally came and appeared a subscribing witness to the foregoing indenture who having been by me duly sworn, made oath and said that , of the parties thereto, signed, sealed and delivered the same in his/her presence. of Nova Scotia PROVINCE OF NOVA SCOTIA COUNTY OF HALIFAX On this day of , A.D. 20 , before me, the subscriber personally came and appeared the subscribing witness to the foregoing indenture who being by me sworn, made oath, and said that Xxxx Xxxxxx, Mayor and Xxxx XxxXxxx, Clerk of the Halifax Regional Municipality, signed the same and affixed the seal of the said Municipality thereto in his/her presence. of Nova Scotia Schedule B: Site Plan 76.6 m CONCRETE/PAVER OR OTHER SIMILAR HARD LANDSCAPING XXXX HARBOUR ROAD 46.0 m 12.4 m PROPERTY BOUNDARY ENTRANCE PROPERTY BOUNDARY MIN 1.5m MIN 2m 3 STOREYS TO P1 22.9 m 6 STOREYS 31.3 m OVERRUN OVERRUN MIN 14.5m 116.9 m 8.5 m 43.4 m MIN 30m 15.3 m 11.9 m XXXX HARBOUR ROAD Site Development Plan Project No: 2021.06 D1 Scale: 1 : 384 4:07:54 PM Schedule C: North and South Elevations 2.0 m GLASS RAILING SYSTEM 80.7 m WHITE COMPOSITE PANEL DARK GREY COMPOSITE PANEL 7th FLOOR 51.96m 6th FLOOR 49.02m 5th FLOOR 46.07m 4th FLOOR
N WITNESS WHEREOF the Company has caused this Warrant to be executed in its name and on its behalf by the facsimile signatures of its duly authorized officers. Dated: TRACON Pharmaceuticals, Inc. By: Name: Title: Countersigned: [WARRANT AGENT ], AS WARRANT AGENT By: Name: Title: [REVERSE OF WARRANT CERTIFICATE] (Instructions for Exercise of Warrant) To exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn: which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the payment. (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock, par value $0.001 per share (the “Warrant Securities”), of TRACON Pharmaceuticals, Inc. and represents that he has tendered payment for such Warrant Securities, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., c/o [insert name and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated Name Please Print Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm). This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised—complete as appropriate.]
XX WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written. COUNTRY MUTUAL FUNDS TRUST QUASAR DISTRIBUTORS, LLC By: __________________________ By: ______________________________ Richard M. Miller James R. Schoenike Title: Xxxx Xxxxxxxxx Title: President COUNTRY TRUST BANK By: ________________________ Robert W. Rusch Title: Exxxxxxxx Xxxx Xxesident Exhibit A to the Distribution Agreement FUNDS NAMES SEPARATE SERIES OF COUNTRY MUTUAL FUNDS TRUST Name of Series Date Added -------------- ----------- Country Growth Fund October 31, 2001 Country Balanced Fund October 31, 2001 Country Tax Exempt Bond Fund October 31, 2001 Country Money Market Fund October 31, 2001 Country Short-Term Bond Fund October 31, 2001 Country Bond Fund Octoner 31, 2001 Exhibit B to the Distribution Agreement Fee Schedule Basic Distribution Services o Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears o Minimum annual fee: first class or series -- $15,000; each additional class or series -- $3,000 Advertising Compliance Review/NASD Filings o $150 per job for the first 10 pages/minutes; $20 per page/minute thereafter o NASDR Expedited Service for 3 day turnaround o $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) o $900 per year per Series 6 or 7 representative o All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: o typesetting, printing and distribution of Prospectuses and shareholder reports o production, printing, distribution and placement of advertising and sales literature and materials o engagement of designers, free-lance writers and public rxxxxxons firms o long-distance telephone lines, services and charges o postage o overnight delivery charges o NASD filing fees o record retention o travel, lodging and meals
IN WITNESS OF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ATTEST: OSMOTICS CORPORATION ____________________ By:_______________________________________ Secretary Name: Xxxxxx X. Xxxxxx TITLE: CHIEF EXECUTIVE OFFICER NATIONAL SECURITIES CORPORATION By:_______________________________________ Name: Xxxxxx X. Xxxxxxxxx TITLE: CHAIRMAN EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE REPRESENTATIVE'S 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 REPRESENTATIVE'S 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 Representative's 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 Osmotics Corporation, a Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events, of $____ per Share [120% of initial offering price per Share] (the "Exercise Price") upon surrender of this Representative's 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 Representative's 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 Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
