Note to Company. The bulleted services are standard services we have seen included in such arrangements. Please confirm whether any services should be added or excluded from the list.
Note to Company. Computershare cannot agree to a 2-day turnaround time for processing exercises of warrants.
Note to Company. For multiple borrowings, conversions and/or continuations, fill out a new row for each borrowing/conversion and/or continuation.
Note to Company. For Recipients required to stay one year or less.
Note to Company. For Recipients required to stay two or three years.
Note to Company. Some companies use as low as 15% to trigger the Change of Control provisions, which requires Independent Counsel to determine whether indemnification is available (rather than the new board after a Change of Control). Please confirm that no indemnification agreements currently exist.] or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from (a) a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (b) a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities that is approved by at least a majority of the independent members of the Board;
Note to Company. To discuss appointment of agent for service of process.] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Note to Company. Recipients required to stay more than one year will receive the Retention Amount in the following installments: Recipients with (1) two-year retention periods will receive 50% of the Retention Amount on the first anniversary of the Offer Acceptance Time and the remaining 50% on the second anniversary of the Offer Acceptance Time and (2) three-year retention periods will receive 33 1/3% of the Retention Amount on each of the first, second and third anniversaries of the Offer Acceptance Time.
Note to Company. For Recipients required to stay one year or less, the defined terms “First Payment Amount”, “Second Payment Amount” and “Final Payment Amount” are not necessary, and the defined term “Retention Amount” can be used instead.
