ASSET PURCHASE AGREEMENT AMONG SHEMIN NURSERIES, INC. SHEMIN ACQUISITION CORPORATION AND IMPERIAL NURSERIES, INC. Dated:Asset Purchase Agreement • February 12th, 2001 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply • New York
GENERAL ELECTRIC CAPITAL CORPORATION (Lender) to GRIFFIN LAND & NURSERIES, INC. (Borrower)Loan Agreement • October 8th, 1999 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2021 • Indus Realty Trust, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________, 20___, by and between INDUS Realty Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 21, 2022 among INDUS RT, LP, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner CITIBANK, N.A., as Joint Lead Arranger, Joint Bookrunner and...Credit Agreement • April 26th, 2022 • Indus Realty Trust, Inc. • Real estate • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of April 21, 2022, among INDUS RT, LP, a Maryland limited partnership, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
GRIFFIN INDUSTRIAL REALTY, INC. Common Stock ($0.01 par value per share) Sales AgreementSales Agreement • May 10th, 2018 • Griffin Industrial Realty, Inc. • Real estate • New York
Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Robert W. Baird & Co. Incorporated (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2020 • Griffin Industrial Realty, Inc. • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 24, 2020, is by and among Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), and CM Change Industrial LP, a Delaware limited partnership (the “Purchaser”).
Exhibit 10.18 REVOLVING LOAN AGREEMENT THIS REVOLVING LOAN AGREEMENT made this third day of August, 1999, by and between GRIFFIN LAND & NURSERIES, INC., a Delaware corporation with its chief executive office and principal place of business at 1...Revolving Loan Agreement • October 8th, 1999 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply • Connecticut
UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • Indus Realty Trust, Inc. • Real estate • New York
INDUS Realty Trust, Inc. (formerly known as Griffin Industrial Realty, Inc.), a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 1,750,000 shares of its common stock, $0.01 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 262,500 shares of its common stock, $0.01 par value per share (the “Additional Shares”) if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc., as representatives of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, $0.01 par value per share, of the Company to be
WEBSTER BANK, N.A. REVOLVING LINE OF CREDIT LOAN AGREEMENTCredit Loan Agreement • July 11th, 2013 • Griffin Land & Nurseries Inc • Real estate • Connecticut
THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this “Agreement”), made as of the above date, by and between GRIFFIN LAND & NURSERIES, INC., a Delaware corporation, having an address at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Borrower”), and WEBSTER BANK, N .A., a national banking association, with an address at CityPlace II — 185 Asylum Street, Hartford, Connecticut 06103 (the “Bank”).
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • February 13th, 2015 • Griffin Land & Nurseries Inc • Real estate
THIS MORTGAGE AND SECURITY AGREEMENT (this “Mortgage”) made this 19th day of December, 2014, but effective as of December 31, 2014, by RIVERBEND BETHLEHEM HOLDINGS I LLC, a limited liability company, organized under the law of Pennsylvania and having its principal place of business at c/o Griffin Land & Nurseries, Inc., 204 West Newberry Road, Bloomfield, Connecticut 06002 (“Mortgagor”) to FIRST NIAGARA BANK, N.A., a national banking association with a banking office at 726 Exchange Street, Buffalo, NY 14210, Attention: Commercial Loan Administration and any affiliate of the First Niagara Financial Group, Inc. (“Mortgagee”).
AGREEMENT OF LIMITED PARTNERSHIP OF INDUS RT, LP a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR THE SECURITIES LAWS OF ANY STATE AND MAY... Agreement • June 30th, 2021 • Indus Realty Trust, Inc. • Real estate • Maryland
THIS AGREEMENT OF LIMITED PARTNERSHIP OF INDUS RT, LP, dated as of June 28, 2021 (the “Effective Date”), is made and entered into by and among INDUS REALTY TRUST, INC., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.
GUARANTY AGREEMENT [TENANT IMPROVEMENTS AND LEASING COMMISSIONS]Guaranty Agreement • February 15th, 2007 • Griffin Land & Nurseries Inc • Agricultural production-crops • Connecticut
This GUARANTY AGREEMENT (this “Guaranty”) is made as of November 15, 2006, by GRIFFIN LAND & NURSERIES, INC., a Delaware corporation (“Guarantor”), in favor of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York corporation (“Lender”).
OPEN-END MORTGAGE AND SECURITY AGREEMENTOpen-End Mortgage and Security Agreement • January 28th, 2020 • Griffin Industrial Realty, Inc. • Real estate
THIS IS AN OPEN-END MORTGAGE AND SECURITY AGREEMENT. IT SECURES FUTURE ADVANCES. THE MAXIMUM PRINCIPAL AMOUNT SECURED BY THIS INSTRUMENT IS SUCH AMOUNT AS MAY BE DUE AND OWING ON THE NOTE DESCRIBED HEREIN, NOT TO EXCEED $15,000,000, PLUS ALL OTHER COSTS AND INDEBTEDNESS DESCRIBED IN 42 PaCSA §§8143 & 8144.
CONSTRUCTION LOAN AND SECURITY AGREEMENTConstruction Loan and Security Agreement • July 7th, 2010 • Griffin Land & Nurseries Inc • Agricultural production-crops • Massachusetts
This Construction Loan and Security Agreement is made as of February 6th, 2009, by and between Tradeport Development III, LLC, a Connecticut limited liability company, with a usual place of business at 204 West Newberry Road, Bloomfield, Connecticut (the “Borrower”), Griffin Land & Nurseries, Inc., a Delaware corporation with a usual place of business at 204 West Newberry Road, Bloomfield, Connecticut (the “Guarantor”) and Berkshire Bank, a Massachusetts banking corporation, with a usual place of business at 31 Court Street, Westfield, Massachusetts.
OPEN-END MORTGAGE AND SECURITY AGREEMENT GRIFFIN LAND & NURSERIES, INC., as Mortgagor to DORAL BANK, FSB, as MortgageeMortgage and Security Agreement • July 7th, 2011 • Griffin Land & Nurseries Inc • Agricultural production-crops
THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT, made as of the 28th day of April, 2011 (hereinafter referred to as this “Mortgage” or this “Security Instrument”), by GRIFFIN LAND & NURSERIES, INC., a Delaware corporation, having an address at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (hereinafter referred to as the “Borrower” or “Mortgagor”), to DORAL BANK, FSB, a Federal savings bank, with an address at 623 Fifth Avenue, New York, New York 10022 (hereinafter referred to as the “Lender” or “Mortgagee”).
OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENTAnd Security Agreement • February 10th, 2017 • Griffin Industrial Realty, Inc. • Real estate
THIS IS AN OPEN-END MORTGAGE UNDER 42 PA.C.S. § 8143 WHICH SECURES FUTURE ADVANCES. THE MAXIMUM AMOUNT SECURED BY THIS MORTGAGE IS $26,724,948.03, PLUS ACCRUED AND UNPAID INTEREST. THIS MORTGAGE FURTHER SECURES ALL ADVANCES AUTHORIZED UNDER 42 PA.C.S. § 8144. MORTGAGOR WAIVES AND RELEASES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHTS WHICH IT MAY HAVE TO SEND A WRITTEN NOTICE PURSUANT TO 42 PA.C.S. §8143(c).
AMENDED AND RESTATED MORTGAGE DEED, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTSGriffin Land & Nurseries Inc • February 15th, 2007 • Agricultural production-crops
THIS AMENDED AND RESTATED MORTGAGE DEED, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (this “Mortgage”) is executed as of November 15, 2006, by TRADEPORT DEVELOPMENT II, LLC, a Connecticut limited liability company (“Mortgagor”), in favor of, and for the use and benefit of, FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York corporation (“Mortgagee”).
AMENDED AND RESTATED CHAIRMANSHIP AND ADVISORY AGREEMENTChairmanship and Advisory Agreement • August 9th, 2021 • Indus Realty Trust, Inc. • Real estate • New York
This AMENDED AND RESTATED CHAIRMANSHIP AND ADVISORY AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2021 (the “Effective Date”), by and between INDUS Realty Trust, Inc. (f/k/a Griffin Industrial Realty, Inc.) (the “Company”), and Gordon DuGan (“Chairman”). The Company and Chairman may be referred to herein individually as “Party” or collectively as “Parties.”
AGREEMENT AND PLAN OF MERGER by and among IR PARENT, LLC, IR MERGER SUB II, INC. and INDUS REALTY TRUST, INC. Dated as of February 22, 2023Agreement and Plan of Merger • February 22nd, 2023 • Indus Realty Trust, Inc. • Real estate • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 22, 2023 (this “Agreement”), is made and entered into by and among IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), and INDUS Realty Trust, Inc., a Maryland corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article I.
ContractVoting and Support Agreement • February 22nd, 2023 • Indus Realty Trust, Inc. • Real estate • Maryland
This VOTING AND SUPPORT AGREEMENT, dated as of February 22, 2023 (this “Agreement”), is by and among IR Parent, LLC, a Delaware limited liability company (“Parent”), and such stockholders set forth on Schedule A hereto (together, the “Stockholders”). Parent and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 7th, 2010 • Griffin Land & Nurseries Inc • Agricultural production-crops • Connecticut
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is dated as of this 9th day of July, 2009, by and between GRIFFIN LAND & NURSERIES, INC., a Delaware corporation, with a principal place of business 204 West Newberry Road, Bloomfield, Connecticut 06002-1308 (the “Borrower”) and PEOPLE’S UNITED BANK, a federal savings bank having an office at One Financial Plaza, Hartford, Connecticut 06103 (the “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2020 • Griffin Industrial Realty, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 24, 2020, is by and among Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), and CM Change Industrial LP, a Delaware limited partnership (the “Purchaser”).
FOURTH AMENDMENT AGREEMENTFourth Amendment Agreement • February 25th, 2004 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply • Connecticut
FOURTH AMENDMENT AGREEMENT (this “Agreement”) dated as of February 23, 2004 by and between Griffin Land & Nurseries, Inc. (the “Borrower”) and Fleet National Bank (the “Bank”) amending that certain Credit Agreement dated as of February 8, 2002 by and between the Bank and the Borrower, as amended by that certain Amendment Agreement dated as of August 31, 2002, that certain Second Amendment Agreement dated as of January 31, 2003 and that certain Third Amendment Agreement dated as of May 22, 2003 (as amended and in effect from time to time, the “Credit Agreement”).
PROMISSORY NOTEGriffin Industrial Realty, Inc. • January 28th, 2020 • Real estate
FOR VALUE RECEIVED, the undersigned, RIVERBEND CROSSINGS III HOLDINGS LLC (the “Nestle Borrower”) and RIVERBEND UPPER MACUNGIE PROPERTIES I LLC (the “Ambassador Borrower”), each a Pennsylvania limited liability company (collectively, the Nestle Borrower and the Ambassador Borrower, jointly and severally referred to herein as “Maker”), promise(s) to pay to the order of STATE FARM LIFE INSURANCE COMPANY, an Illinois corporation, its successors or assigns (“State Farm”), the principal sum of Fifteen Million and 00/100 Dollars ($15,000,000.00) (“Principal”), together with interest on the unpaid Principal balance outstanding from the date of disbursement until paid at the rate of three and forty-eight one-hundredths percent (3.48%) per annum (the “Note Rate”). Interest shall be computed on the basis of a three hundred sixty (360) day year having twelve, thirty-day months.
January 6, 2014Griffin Land & Nurseries Inc • January 14th, 2014 • Real estate
Reference is made to that certain Lease and Option Agreement of even date herewith (the “Long-Term Lease”) by and between Monrovia Connecticut LLC, as tenant, Monrovia Nursery Company, as guarantor (collectively, “Tenant”) and Imperial Nurseries, Inc. and River Bend Holdings, LLC, as landlord (collectively, “Landlord”). The Long-Term Lease is executed in conjunction with the purchase by Tenant of the landscape nursery business of Imperial Nurseries, Inc. as more particularly set forth in that certain Asset Purchase Agreement (“Agreement”) of even date herewith. In addition, Tenant and River Bend Holdings, LLC have entered into a short-term Lease Agreement with respect to certain other properties of River Bend Holdings, LLC (the “Short-Term Lease,” and the Short-Term Lease, the Long-Term Lease, the Agreement and all other ancillary documents executed in connection therewith are hereinafter collectively referred to as the “Transaction Documents”).
ASSET PURCHASE AGREEMENT Among MONROVIA CONNECTICUT LLC as Buyer MONROVIA NURSERY COMPANY as Guarantor IMPERIAL NURSERIES, INC. as Seller and GRIFFIN LAND & NURSERIES, INC. as Owner Dated as of January 6, 2014Lease and Option Agreement • January 14th, 2014 • Griffin Land & Nurseries Inc • Real estate • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2014, by and among MONROVIA NURSERY COMPANY, a California corporation (“Guarantor”); MONROVIA CONNECTICUT, LLC, a Delaware limited liability company (“Buyer”), IMPERIAL NURSERIES, INC., a Delaware corporation (“Seller”) and GRIFFIN LAND & NURSERIES, INC. (“Owner”).
REVOLVING LINE OF CREDIT NOTEGriffin Land & Nurseries Inc • July 11th, 2013 • Real estate
This Note is intended to be the “Note” referred to in, and evidences the Advances under, and has been issued by Maker in accordance with the terms of the Loan Agreement of even date herewith. Payments on this Note may be evidenced in accordance with the terms of the Loan Agreement. Holder shall be entitled to the benefits of the Loan Agreement and the other Financing Agreements and may enforce the agreements of Maker contained therein, and Holder may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the terms thereof. Holder shall have the right (but not the obligation), in its sole discretion following the occurrence of an Event of Default, to charge any amounts due hereunder to any account maintained by Maker with Holder.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 9th, 2020 • Griffin Industrial Realty, Inc. • Real estate • New York
This stock purchase agreement (this “Agreement”) is made as of March 5, 2020, by and among Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), and Gordon DuGan (the “Investor”).
OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT by RIVERBEND HANOVER PROPERTIES II LLC as Mortgagor to and for the benefit of WEBSTER BANK, NATIONAL ASSOCIATION as Mortgagee Dated: August 28, 2015 and effective as of September...Security Agreement • October 9th, 2015 • Griffin Industrial Realty, Inc. • Real estate
THIS IS AN OPEN-END MORTGAGE UNDER 42 PA.C.S. § 8143 WHICH SECURES FUTURE ADVANCES. THE MAXIMUM AMOUNT SECURED BY THIS MORTGAGE IS $14,100,000.00, PLUS ACCRUED AND UNPAID INTEREST. THIS MORTGAGE FURTHER SECURES ALL ADVANCES AUTHORIZED UNDER 42 PA.C.S. § 8144. MORTGAGOR WAIVES AND RELEASES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHTS WHICH IT MAY HAVE TO SEND A WRITTEN NOTICE PURSUANT TO 42 PA.C.S. §8143(c).
SECOND AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENTCredit Loan Agreement • October 7th, 2016 • Griffin Industrial Realty, Inc. • Real estate
This Second Amendment (this “Amendment”) is made by and between WEBSTER BANK, N.A., a national banking association having an address at CityPlace II – 185 Asylum Street, Hartford, Connecticut 06103 (“Lender”) and GRIFFIN INDUSTRIAL REALTY, INC., formerly known as GRIFFIN LAND & NURSERIES, INC., a Delaware corporation, having an address at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Borrower”).
FIRST MODIFICATION OF MORTGAGE AND LOAN DOCUMENTSFirst Modification of Mortgage and Loan Documents • June 9th, 2014 • Griffin Land & Nurseries Inc • Real estate • Connecticut
This FIRST MODIFICATION OF MORTGAGE AND LOAN DOCUMENTS (the “Modification Agreement”) is made as of June 6, 2014 among GRIFFIN CENTER DEVELOPMENT I, LLC having its chief executive office at 204 West Newberry Road, Bloomfield, CT 06002 (the “Borrower”), GRIFFIN LAND & NURSERIES, INC. having its chief executive office at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Griffin Land”), TRADEPORT DEVELOPMENT I, LLC having its chief executive office at 204 West Newberry Road, Bloomfield, CT 06002 ( “Tradeport”) and FARM BUREAU LIFE INSURANCE COMPANY, an Iowa corporation or its assigns having its principal office located at 5400 University Avenue, West Des Moines, Iowa 50266 (the “Lender”).
SECOND MODIFICATION OF MORTGAGE AND LOAN DOCUMENTSSecond Modification of Mortgage and Loan Documents • June 9th, 2014 • Griffin Land & Nurseries Inc • Real estate • Connecticut
This SECOND MODIFICATION OF MORTGAGE AND LOAN DOCUMENTS (the “Modification Agreement”) is made as of June 6, 2014 among TRADEPORT DEVELOPMENT I, LLC having its chief executive office at 204 West Newberry Road, Bloomfield, CT 06002 (the “Borrower”), GRIFFIN LAND & NURSERIES, INC. having its chief executive office at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Griffin Land”), GRIFFIN CENTER DEVELOPMENT I, LLC having its chief executive office at 204 West Newberry Road, Bloomfield, CT 06002 ( “Griffin Center”) and FARM BUREAU LIFE INSURANCE COMPANY, an Iowa corporation or its assigns having its principal office located at 5400 University Avenue, West Des Moines, Iowa 50266 (the “Lender”).
Re: Amendment to Extend the Exercise Period of Vested Stock OptionsLetter Agreement • April 8th, 2016 • Griffin Industrial Realty, Inc. • Real estate • Delaware
This letter agreement (the “Letter Agreement”) sets forth the understanding by and between you and Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), regarding the exercise period with respect to your options to purchase an aggregate of 7,277 shares of the Company’s common stock, par value $0.001 per share (such options, the “Options”) pursuant to the 2009 Stock Option Plan, as amended (the “Stock Option Plan”), and those certain Non-Qualified Stock Option Agreements by and between the Company and you, dated as of May 12, 2009, May 11, 2010, May 10, 2011, May 17, 2012 and May 14, 2013 (the “Stock Option Agreements”) following your Termination of Directorship (as defined in the applicable Stock Option Agreement) on January 19, 2016. For the avoidance of doubt, this Letter Agreement does not apply to your options granted pursuant to those certain Non-Qualified Stock Option Agreements by and between the Company and you, dated as of May 13, 2014 and May 12, 2015. Capi
INDUS REALTY TRUST, INC. Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • Indus Realty Trust, Inc. • Real estate • New York
Each of INDUS Realty Trust, Inc., a Maryland corporation (the “Company”) and INDUS RT, LP, a Maryland limited partnership (the “Operating Partnership”), confirms its respective agreements with you as representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto (the “Underwriters”) with respect to the proposed issuance and sale of 2,150,000 shares of the Company’s common stock, $0.01 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 322,500 shares of its common stock, $0.01 par value per share (the “Additional Shares”) if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc., as representatives of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and t
Forms of Stock Option Agreement under Griffin Land & Nurseries, Inc. 2009 Stock Option Plan FORM OF STOCK OPTION AGREEMENT - INCENTIVE STOCK OPTION AGREEMENTAgreement • February 13th, 2014 • Griffin Land & Nurseries Inc • Real estate • Delaware
THIS AGREEMENT, dated is made by and between Griffin Land & Nurseries, Inc., a Delaware corporation hereinafter referred to as “Company,” and , an employee of the Company or a Subsidiary of the Company, hereinafter referred to as “Employee”:
