Acknowledgement and Agreement Sample Contracts

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ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • May 12th, 2020 • OncoCyte Corp • In vitro & in vivo diagnostic substances

This ACKNOWLEDGEMENT AND AGREEMENT (the “Agreement”) is effective as of May 7, 2020, by and between, Oncocyte Corporation (the “Company”) and Lyndal Hesterberg, an individual (“Participant”), with reference to the following facts:

CREDIT AGREEMENT dated as of March 12, 2014 by and between UNILIFE MEDICAL SOLUTIONS, INC., as the Borrower, and ROS ACQUISITION OFFSHORE LP, as the Lender
Acknowledgement and Agreement • September 29th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York

THIS CREDIT AGREEMENT dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”) and ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • January 25th, 2005 • Goldcorp Inc • Gold and silver ores

Re: Acquisition Agreement dated December 23, 2004 (“Acquisition Agreement”) between Goldcorp Inc. (“Goldcorp”) and Wheaton River Minerals Ltd. (“Wheaton”)

EXHIBIT 10.11
Acknowledgement and Agreement • November 20th, 2000 • Thehealthchannel Com Inc • Services-business services, nec

With respect to the Investment Agreement entered into as of August 15, 2000, by and among thehealthchannel.com, a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company") and Swartz Private Equity, LLC (hereinafter referred to as "Swartz"), the Company hereby agrees and acknowledges the following:

Avon Letterhead]
Acknowledgement and Agreement • August 3rd, 2018 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

Pursuant to the letter dated August 2, 2017 regarding the terms of your transition and retirement as Chief Executive Officer of Avon Products, Inc. (“Avon” or the “Company”) (the “Retirement Letter”), this Severance Benefit Letter Agreement and General Release of Claims (this “Agreement”) sets forth the terms and conditions of your severance benefits consistent with the terms of the Avon Products, Inc. Severance Pay Plan (the “Severance Plan”) for Class A Employees. However, because the Severance Plan limits total payouts to any participant to no more than $550,000 for separations that occur in 2018 (the “409A Limit”), and as a Class A Employee your total severance payments are in excess of the amount that would otherwise be provided under the Severance Plan, this Agreement will be provided to you in lieu of any benefits payable under the Severance Plan and you agree that you waive all your rights to benefits under the Severance Plan.

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • November 1st, 2012 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

This Acknowledgement and Agreement (this “Agreement”) dated as of October 29, 2012, is by and among H C Crown, LLC, a Delaware limited liability company (formerly known and organized as H C Crown Corp., a Delaware corporation) (“HCC”); Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark Cards” and, together with HCC, “Hallmark”); and Crown Media Holdings, Inc., a Delaware corporation (the “Company”).

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • August 14th, 2013 • SecureAlert, Inc. • Communications equipment, nec • New York

This Acknowledgement and Agreement is entered into as of August 13, 2013 by and between SECUREALERT, INC., a Utah corporation, having its principal place of business at 150 W. Civic Center Drive, Suite 400, Sandy, Utah 84070 (“SCRA”) and SAPINDA ASIA LIMITED a British Virgin Islands corporation having its principal place of business at Rooms 803-4, 8/F, Hang San Wanchai Bldg., 200 Hennessy Road, Wanchai, Hong Kong (“Sapinda”).

Bob Evans Farms, Inc. Executive Recoupment Policy Acknowledgement and Agreement
Acknowledgement and Agreement • June 12th, 2009 • Evans Bob Farms Inc • Retail-eating places • Ohio

This Executive Recoupment Policy Acknowledgement and Agreement (this “Agreement”) is entered into as of the day of , 2009, between Bob Evans Farms, Inc. (the “Company”) and (the “Executive”).

BJ Bentong Trading ( 002116508-T ) Lot 34 & 35, Kawansan Perindustrian Bentong,
Acknowledgement and Agreement • October 4th, 2016 • PRIME GLOBAL CAPITAL GROUP Inc • Services-computer programming, data processing, etc.

Re: Mutual Termination by BJ Bentong Trading Agreement for rental of Oil Palm Land dated 21" September 2015 between Virtual Setup Sdn Bhd and BJ Bentong Trading ("Agreement ") Property : All those piece of agricultural lands planted with oil palm trees held under Geran 7800 Lot 1552, Geran 10602 Lot 3694, Geran 10603 Lot 3695 and Geran 10604 Lot 3696, all in the mukim of Teras, Daerah Raub, Negeri Pahang ( excluding the area of agriculture land not planted with oil palm and a unit of bungalow house erected under Geran 10604 Lot 3696, Mukim Teras, Daerah Raub, Negeri Pahang )

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • May 12th, 2020 • OncoCyte Corp • In vitro & in vivo diagnostic substances

This ACKNOWLEDGEMENT AND AGREEMENT (the “Agreement”) is effective as of May 7, 2020, by and between, Oncocyte Corporation (the “Company”) and Ronnie Andrews, an individual (“Participant”), with reference to the following facts:

NPC International, Inc.
Acknowledgement and Agreement • March 27th, 2015 • NPC Restaurant Holdings, LLC • Retail-eating places

Reference is made to that certain Employment Agreement (the "Employment Agreement"), dated November 4, 2011, by and among NPC International, Inc. ("NPC"), NPC Acquisition Holdings, LLC ("Holdings"), NPC International Holdings, Inc. ("Parent") and James K. Schwartz ("Employee"). All capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • February 3rd, 2009 • Tvi Corp • Search, detection, navagation, guidance, aeronautical sys
CLAWBACK POLICY ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • March 18th, 2019 • Pacific Ethanol, Inc. • Industrial organic chemicals • California

This Clawback Policy Acknowledgment and Agreement (this “Agreement”) is entered into as of [•] [•], 20[•], between Pacific Ethanol, Inc., a Delaware corporation (the “Corporation”) and [•] (“Executive”).

ACKNOWLEDGEMENT AND AGREEMENT REGARDING CASH PURCHASE PRICE
Acknowledgement and Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec

Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of September 15, 2009, by and between SMS Maintenance, LLC, a Delaware limited liability company (“Purchaser”), and QualTech Services Group, Inc., a Delaware corporation (“Seller”), pursuant to which Purchaser desires to purchase the Purchased Assets and obtain the assignment of the Assumed Contracts from Seller, and Seller desires to sell, convey, assign and transfer to Purchaser the Purchased Assets, all in the manner and subject to the terms and conditions set forth in the Purchase Agreement. Capitalized terms used herein which are not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.

PAN AMERICAN GOLDFIELDS, INC. ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • December 15th, 2011 • Pan American Goldfields LTD • Gold and silver ores

This Acknowledgement and Agreement, dated August __, 2011 (this “Acknowledgement and Agreement”), is entered into by and among Pan American Goldfields Ltd., a Delaware corporation (the “Company”), Sunburst Mining de Mexico S.A. de C.V., an entity organized under the laws of the United Mexican States and a wholly owned subsidiary of Pan American (“Sunburst”), Minera Rio Tinto, S.A. de C.V., an entity organized under the laws of the United Mexican States (“MRT”) and Corporativo Minero, S.A. De C.V., an entity organized under the laws of the United Mexican States (“Corporativo Minero”).

Letter Agreement between Xilinx, Inc. and Kris Chellam)
Acknowledgement and Agreement • May 30th, 2007 • Xilinx Inc • Semiconductors & related devices • California
ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • November 5th, 2013 • Sapinda Asia LTD • Communications equipment, nec • New York

This Acknowledgement and Agreement is entered into as of August 13, 2013 by and between SECUREALERT, INC., a Utah corporation, having its principal place of business at 150 W. Civic Center Drive, Suite 400, Sandy, Utah 84070 (“SCRA”) and SAPINDA ASIA LIMITED a British Virgin Islands corporation having its principal place of business at Rooms 803-4, 8/F, Hang San Wanchai Bldg., 200 Hennessy Road, Wanchai, Hong Kong (“Sapinda”).

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • November 4th, 2013 • Mannkind Corp • Pharmaceutical preparations • New York

This Acknowledgment and Agreement (this “Agreement”) is made as of October 31, 2013 (the “Effective Date”), by and between MANNKIND CORPORATION, a Delaware corporation (the “Company”), and THE MANN GROUP LLC (“The Mann Group”).

ACKNOWLEDGEMENT AND AGREEMENT REGARDING STOCK PURCHASE AGREEMENT AND GUARANTY
Acknowledgement and Agreement • October 22nd, 2007 • HAPC, Inc. • Surgical & medical instruments & apparatus

THIS ACKNOWLEDGEMENT AND AGREEMENT (this “Agreement”) dated as of October 8, 2007 by and among I-Flow Corporation, a Delaware corporation (the “Seller”), InfuSystem, Inc., a California corporation (the “Company”), HAPC, Inc., a Delaware corporation (the “Buyer”), Iceland Acquisition Subsidiary, Inc., a Delaware corporation (the “Acquisition Sub”), and Pat LaVecchia, Sean D. McDevitt and Philip B. Harris (collectively, the “Guarantors”) is entered into with reference to the following:

ACKNOWLEDGEMENT AND AGREEMENT With respect to the Investment Agreement entered into as of April 24, 2000, by and among Guinness Telli*Phone Corporation, a corporation duly incorporated and existing under the laws of the State of Nevada (the "Company")...
Acknowledgement and Agreement • June 20th, 2000 • Guinness Telli-Phone Corp • Communications services, nec

With respect to the Investment Agreement entered into as of April 24, 2000, by and among Guinness Telli*Phone Corporation, a corporation duly incorporated and existing under the laws of the State of Nevada (the "Company") and Swartz Private Equity, LLC (hereinafter referred to as "Swartz"), the Company hereby agrees and acknowledges the following:

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NPC International, Inc.
Acknowledgement and Agreement • March 27th, 2015 • NPC Restaurant Holdings, LLC • Retail-eating places

Reference is made to that certain Employment Agreement (the "Employment Agreement"), dated November 4, 2011, by and among NPC International, Inc. ("NPC"), NPC Acquisition Holdings, LLC ("Holdings"), NPC International Holdings, Inc. ("Parent") and Troy D. Cook ("Employee"). All capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.

ACKNOWLEDGEMENT AND AGREEMENT With respect to the Investment Agreement entered into as of April 17, 2001, by and among Providence Capital IX, Inc., a corporation duly incorporated and existing under the laws of the State of Colorado (the "Company")...
Acknowledgement and Agreement • August 3rd, 2001 • Cachestream Corp • Non-operating establishments

With respect to the Investment Agreement entered into as of April 17, 2001, by and among Providence Capital IX, Inc., a corporation duly incorporated and existing under the laws of the State of Colorado (the "Company") and Swartz Private Equity, LLC (hereinafter referred to as "Swartz"), the Company hereby agrees and acknowledges the following:

Re: Amendment to Employment Agreement
Acknowledgement and Agreement • June 11th, 2012 • Comverse Technology Inc/Ny/ • Telephone & telegraph apparatus

This letter (the “Amendment Letter”) amends that certain EMPLOYMENT OFFER LETTER, dated June 15, 2010, as amended by that certain amendment letter dated March 3, 2011 (together, the “Agreement”), by and between you (the “Executive”) and Comverse Ltd., a corporation existing under the laws of Israel (“Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.

Emergency Economic Stabilization Act Acknowledgement and Agreement
Acknowledgement and Agreement • November 17th, 2008 • Provident Bankshares Corp • State commercial banks

This Acknowledgement and Agreement applies to (1) the revised Change in Control Agreement between Provident Bankshares Corporation and the Executive named below, effective January 1, 2009, and (2) any bonus or incentive compensation arrangement for the Executive.

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC. ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • August 17th, 2009 • Valley Forge Composite Technologies, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Acknowledgement and Agreement is furnished pursuant to that certain Securities Purchase Agreement, dated as of August 10, 2009 (the “ Agreement”), by and among Valley Forge Composite Technologies, Inc., a Florida corporation (the “ Company”), and the investors listed on the Schedule of Buyers attached thereto. (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.)

ACKNOWLEDGEMENT AND AGREEMENT February 7, 2013
Acknowledgement and Agreement • March 1st, 2013 • Genesee & Wyoming Inc • Railroads, line-haul operating

This ACKNOWLEDGEMENT AND AGREEMENT (the “Agreement”), is dated as of February 7, 2013, by and between Genesee & Wyoming Inc., a Delaware corporation (the “Company”), and each of the other persons set forth on the signature pages hereto (collectively, the “Purchasers”). Reference is made to that certain (i) Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 1, 2012, by and among the Company and the Purchasers and (ii) Certificate of Designations for the Mandatorily Convertible Perpetual Preferred Stock, Series A-1 of Genesee & Wyoming Inc., dated September 28, 2012 (the “COD”). Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Registration Rights Agreement or COD, as applicable.

NPC International, Inc.
Acknowledgement and Agreement • March 9th, 2016 • NPC Restaurant Holdings, LLC • Retail-eating places

Reference is made to that certain Employment Agreement (the "Employment Agreement"), dated as of November 4, 2011, by and among NPC International, Inc. ("NPC"), NPC Acquisition Holdings, LLC ("Holdings"), NPC International Holdings, Inc. ("Parent") and you ("Employee"). All capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

Compensation Recovery Policy Acknowledgement and Agreement
Acknowledgement and Agreement • January 18th, 2013 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

This Compensation Recovery Policy Acknowledgement and Agreement (the “Agreement”) is entered into effective as of September 29, 2012 by and between Rockwell Collins, Inc. (the “Company”) and the Company employee named on the signature page of this Agreement (“Employee”).

UNITIL ENERGY SYSTEMS, INC. $30,000,000 AGGREGATE PRINCIPAL AMOUNT OF FIRST MORTGAGE BONDS, SERIES Q, DUE NOVEMBER 30, 2048 BOND PURCHASE AGREEMENT DATED AS OF NOVEMBER 30, 2018
Acknowledgement and Agreement • December 4th, 2018 • Unitil Corp • Electric & other services combined • New York

Unitil Energy Systems, Inc. (the “Company”), a New Hampshire corporation, agrees with the Purchasers named on Schedule A of this Agreement (the “Purchasers”) as follows:

FORM OF ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • August 28th, 2013 • Fusion-Io, Inc. • Computer storage devices

As a condition of, and in consideration of, the retention bonus in the gross amount of One Hundred Thousand Dollars ($100,000.00), which will be paid, less applicable withholding taxes (the “Bonus”), to you in the next payroll (scheduled for May 31, 2013) in accordance with the payroll policies and practices of Fusion-io, Inc. (the “Company”), I hereby agree to the following terms and conditions of this Acknowledgement and Agreement (this “Acknowledgement”):

UNITIL ENERGY SYSTEMS, INC. $27,500,000 AGGREGATE PRINCIPAL AMOUNT OF FIRST MORTGAGE BONDS, SERIES R, DUE SEPTEMBER 15, 2040 BOND PURCHASE AGREEMENT DATED AS OF SEPTEMBER 15, 2020
Acknowledgement and Agreement • September 21st, 2020 • Unitil Corp • Electric & other services combined • New York

Unitil Energy Systems, Inc. (the “Company”), a New Hampshire corporation, agrees with the Purchasers named on Schedule A of this Agreement (the “Purchasers”) as follows:

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC. ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • June 4th, 2009 • Valley Forge Composite Technologies, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Acknowledgement and Agreement is furnished pursuant to that certain Securities Purchase Agreement, dated as of May 27, 2009 (the “ Agreement”), by and among Valley Forge Composite Technologies, Inc., a Florida corporation (the “ Company”), and the investors listed on the Schedule of Buyers attached thereto. (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.)

ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • May 13th, 2015 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS ACKNOWLEDGEMENT AND AGREEMENT (this “Acknowledgement”) is entered into on May 12, 2015, by and between VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and Platinum Long Term Growth VII, LLC, a Delaware limited liability corporation (“Platinum”).

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