Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

Default Right means default right as defined and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

Examples of Default Right in a sentence

Notwithstanding anything to the contrary in the Agreement, this Master Confirmation or any other agreement, the parties hereto expressly acknowledge and agree that subject to Section 18(c), Counterparty shall not be permitted to exercise any Default Right against Citibank with respect to the Agreement or this Master Confirmation that is related, directly or indirectly, to a Citibank Affiliate becoming subject to an Insolvency Proceeding.
After a Citibank Affiliate has become subject to an Insolvency Proceeding, if Counterparty seeks to exercise any Default Right with respect to the Agreement or this Master Confirmation, Counterparty shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

More Definitions of Default Right

Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, and (d) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and XX Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and XX Xxxxx. Very truly yours, XXXXX AND COMPANY, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first-above written: NAUTILUS BIOTECHNOLOGY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer Signature Page to Sales Agreement SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: XX Xxxxx At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), and Xxxxx and Company, LLC (“XX Xxxxx”), dated February 28, 2024 (the “Agreement”), I hereby request on behalf of the Company that XX Xxxxx sell up to [●] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. SCHEDULE 2 Notice Parties Company Xxxxx Xxxxx Chief Executive Officer Xxxx Xxxxx Chief Financial Officer CC: Xxxxxxx Xxxxxx General Counsel XX Xxxxx Xxxxxxx X. Xxxxxx Managing Director Xxxxxxx Xxxxxx Managing Director Xxxxxxx Xxxxxxx Vice President Xxxx Xxxxxx Analyst SCHEDULE 3 Compensation XX Xxxxx shall be paid compensation up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. Exhibit 7(m) NAUTILUS BIOTECHNOLOGY, INC. OFFICER CERTIFICATE [●], 2024 The undersigned, the duly qualified and elected [●] of Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company (and not in the undersigned’s individual capacity), pursuant to Section 7(m) of the Sales Agreement, dated February 28, 2024 (the “Sales Agreement”), by and between the Company and Xxxxx and Company, LLC, ...

Default Right has the meaning assigned in and interpreted in accordance with 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable; and (c) “QFC” means a “qualified financial contract,” as defined in and interpreted in accordance with 12 U.S.C. §5390(c)(8)(D).

Default Right has the meaning specified in Section 10.22(b).

Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. Defaulting Lender means, subject to Section 2.10.2, any Lender that (a) has failed to (i) fund any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in reasonable detail in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the applicable Issuing Lender, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the applicable Issuing Lender or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in reasonable detail in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency law, (ii) had appointed for it a receiver, interim receiver, custodian, conservator, trustee, monitor, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Ins...

Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 6 and the contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 6 and 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the General Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, GLOBE LIFE INC. By: /s/ M. Xxxxx Xxxxxx Name: M. Xxxxx Xxxxxx Title: Corporate Senior Vice President and Chief Accounting Officer CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. U.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIES, LLC For themselves and as Representatives of the other Underwriters named in Schedule A hereto. BOFA SECURITIES, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Managing Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: /s/ Xxxxx Xxxxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriters Aggregate Principal Amount of Notes to be Purchased BofA Securities, Inc. $ 112,000,000 U.S. Bancorp Investments, Inc. $ 112,000,000 Xxxxx Fargo Securities, LLC $ 112,000,000 Regions Securities LLC $ 16,000,000 PNC Capital Markets LLC $ 12,000,000 Truist Securities, Inc. $ 12,000,000 Comerica S...

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