Execution date clause samples

3.2. Required Payment Upon Qualified Financing. No later than five (5) Business Day following Stockholder Approval (the “Required Payment Date”), the Company shall remit to Holder payment in the “Cash Payment Amount” set forth opposite such Holder’s name in Schedule A attached to the Amendment Agreement (the “Required Cash Payment”) provided however, that if a Qualified Financing has not occurred prior to the Required Payment Date, such Required Payment Date shall be automatically extended until five (5) Business Day following the occurrence of a Qualified Financing. For purposes of this Section 3.2, a “Qualified Financing” means the receipt by the Company of no less than $4,000,000 in aggregate gross proceeds from the sale of equity securities (including securities convertible into equity securities) of the Company in one or a series of related transactions after the Execution Date. Any Required Cash Payment made hereunder shall reduce the amount owed under this Note by the amount of such Required Cash Payment.

10.3Information Rights as of Effective Date. On the Effective Date, Precision shall notify Lilly of any facts or circumstances arising between the Execution Date and the Effective Date that, to Precision’s Knowledge, would result in Precision’s representations and warranties set forth in [***] not being true or correct in all material respects on and as of the Effective Date as though such representations and warranties were made as of and with respect to facts and circumstances existing, to Precision’s Knowledge, as of the Effective Date instead of the Execution Date. For clarity, no such facts or circumstances arising after the Execution Date, and no information provided by Precision to Lilly related to any such facts or circumstances, shall give rise to, or be a basis for, any claim of breach by Lilly of any representations or warranties set forth in [***].

shares are issued and outstanding as of the Execution Date. All of the issued and outstanding shares of Common Stock (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) were issued in material compliance with applicable federal and state securities laws and not in violation of any preemptive rights.

4. Personal Property at Premises.StemCells hereby transfers to BMR any and all interest it has in and to any personal property, fixtures, equipment, furniture or other property (“Personal Property”) located in the Premises as of the Execution Date.BMR may dispose of the Personal Property in whatever manner BMR so elects without compensation to either BMR or StemCells, including (but not limited to) conveying or leasing the Personal Property to any successor tenant or otherwise engaging one or more third parties to dispose of the Personal Property.StemCells and BMR hereby waive all of their respective rights and remedies under California Civil Code Section 1983, et. seq., with respect to the disposition of the Personal Property, including (but not limited to) the receipt of any notice required thereunder and/or any right thereunder to any proceeds from any disposition of the Personal Property.StemCells shall not, from and after the Execution Date, remove any Personal Property from the Premises without BMR’s prior written consent.StemCells represents and warrants that it owns all of the Personal Property and that the Personal Property is free from any debt, liens or claims.

deciding and nominating future candidates for directors and supervisors of SPIL (and HoldCo shall appoint such candidates thereupon) (who shall not be replaced or otherwise removed without consent of SPIL’s board of directors), and maintain the current compensation and relevant benefits of SPIL’s directors as of the Execution Date. In addition, HoldCo may in no way dispose of its shares in SPIL without SPIL’s consent (including, but not limited to, sale, pledge, or otherwise encumbrance), and SPIL’s board of directors may continue to operate independently and determine the organizational structure, compensation and relevant benefits of SPIL, in order to facilitate the maintenance of SPIL’s current and future independent business and operation model after the completion of the Share Exchange.

10.1 HoldCo shall retain all SPIL Employees as of the Share Exchange Record Date. SPIL Employees to be retained after the completion of the Share Exchange will continue to enjoy the existing employee benefits, working conditions and personnel regulations as of the Execution Date. SPIL Employees’ rights to employment shall be duly protected, save for where a SPIL Employee commits a material breach of laws or the personnel regulations of SPIL or SPIL Subsidiaries due to matters that are attributable to him/her and must be handled by SPIL in accordance with the relevant personnel regulation. HoldCo shall reserve a portion of its employee stock options for SPIL’s employees when HoldCo issues new employee stock options. SPIL’s board of directors may reasonably adjust SPIL’s employee compensation and benefits by reference to ASE’s employee compensation and benefits.

(4) HoldCo shall agree that SPIL retain the management team and employees of SPIL and maintain their current organizational structure, compensation and relevant benefits as of the Execution Date. During the existence of SPIL as a subsidiary of HoldCo, SPIL’s board of directors shall have full autonomy in deciding and nominating future candidates for directors and supervisors of SPIL (and HoldCo shall appoint such candidates thereupon) (who shall not be replaced or otherwise removed without consent of SPIL’s board of directors), and maintain the current compensation and relevant benefits of SPIL’s directors as of the Execution Date. In addition, HoldCo may in no way dispose of its shares in SPIL without SPIL’s consent (including, but not limited to, sale, pledge, or otherwise encumbrance), and SPIL’s board of directors may continue to operate independently and determine the organizational structure, compensation and relevant benefits of SPIL, in order to facilitate the maintenance of SPIL’s current and future independent business and operation model after the completion of the Share Exchange.

(4) HoldCo shall agree for SPIL to retain the management team and employees of SPIL and maintain their current organizational structure, compensation and relevant benefits as of the Execution Date. During the existence of SPIL as a subsidiary of HoldCo, SPIL’s board of directors shall have full autonomy in deciding and nominating the future candidates for directors and supervisors of SPIL (and HoldCo shall appoint such candidates thereupon) (who shall not be replaced or otherwise removed without consent of SPIL’s board of directors), and maintain the current compensation and relevant benefits of SPIL’s directors as of the Execution Date. In addition, HoldCo may in no way dispose of its shares in SPIL without SPIL’s consent (including, but not limited to, sale, pledge, or otherwise encumbrance), and SPIL’s board of directors may continue to operate independently and determine the organizational structure, compensation and relevant benefits of SPIL, in order to facilitate SPIL’s maintenance of its current and future independent business and operation patterns after the completion of the Share Exchange. For avoidance of doubt, upon resolution of each Party’s board of directors and general shareholders’ meeting (including HoldCo’s promoters meeting) approving this Agreement, the provisions of this Agreement regarding SPIL’s independent operation are deemed to comply with the laws and regulations set forth in Article 11.2 hereof without prejudice to HoldCo.

For clarity, this Section 2(c) does not apply to LXL Media’s capital raise that occurred prior to or around the Amendment Execution Date. Notwithstanding anything to the contrary in this Amendment, any proceeds of a capital raise by LXL Media intended to be used for an acquisition, whether assets, rights, m&a or other (as announced by LXL Media or otherwise disclosed in its filings with the U.S. Securities and Exchange Commission), shall not apply for purposes of this Section 2(c).

2.4.1 Phase I Premises: The “Phase I Premises Term Commencement Date” shall be the Execution Date. Landlord shall deliver possession of the Phase I Premises to Tenant on the Phase I Premises Term Commencement Date. Landlord shall have the Phase I Premises professionally cleaned prior to delivering the Phase I Premises to Tenant.

Murphy Royalty. At Completion, the Parties shall enter into an option agreement pursuant to which the Vendor agrees grant the Purchaser the option to purchase the Murphy Royalty for an inflation adjusted fixed amount estimated at $1.5 million as the Execution Date. As a condition of being granting the option to purchase the Murphy Royalty, the Purchaser must, upon exercising the option, extinguish, terminate and nullify the Murphy Royalty in respect of the Mining Leases to which it applies.

(d) The Partnership has made available to Contango true and complete copies of the Governing Documents of each Mid-Con Group Entity in effect as of the Execution Date. All such Governing Documents are in full force and effect and no Mid-Con Group Entity is in violation of any provisions thereof.

Section3.3 Subsidiaries. Section3.3 of the Mid-Con Disclosure Letter sets forth a true and complete list of the Mid-Con Subsidiaries and their respective jurisdictions of incorporation or organization, as applicable, as of the Execution Date. As of the Execution Date, all of the outstanding shares of capital stock or other equity or voting interests of each Mid-Con Subsidiary (i)are owned, directly or indirectly by the Partnership, beneficially and of record and free and clear of all Liens, in the percentages set out on Section3.3 of the Mid-Con Disclosure Letter and (ii)have been duly authorized and are validly issued, fully paid (with respect to Mid-Con Subsidiaries that are limited liability companies or limited partnerships, to the extent required under the limited liability company agreement or limited partnership agreement of the applicable Mid-Con Subsidiary) and nonassessable (with respect to Mid-Con Subsidiaries that are limited liability companies or limited partnerships, except as such nonassessability may be affected by Sections18-607 and 18-804 of the DLLCA or by Sections17-303, 17-607 and 17-804 of the DRULPA and the Governing Documents of the applicable entity) and not subject to preemptive rights. Other than ownership interests in the Mid-Con Subsidiaries set forth on Section3.3 of the Mid-Con Disclosure Letter, the Mid-Con Parties do not own beneficially, directly or indirectly, any equity securities, capital stock or other ownership interests of any Person as of the Execution Date. There are no outstanding Rights issued or granted by, or binding upon, any of the Mid-Con Subsidiaries as of the Execution Date. No Mid-Con Party is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person.

1.4“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a Party to this Agreement, regardless of whether such Affiliate is or becomes an Affiliate on or after the Execution Date. A Person will be deemed to “control” another Person if it (a) owns, directly or indirectly, beneficially or legally, more than 50% of the outstanding voting securities or capital stock of such other Person, or has other comparable ownership interest with respect to any Person other than a corporation; or (b) has the power, whether pursuant to contract, ownership of securities or otherwise, to direct the management and policies of such other Person. For the avoidance of doubt, Ionis and Akcea will constitute an “Affiliate” of each other for purposes of this Agreement.

2.4Completion of the NAFLD Trial. Akcea will Complete the Phase 2 Clinical Trial in non-alcoholic fatty liver disease (the “NAFLD Trial”), which trial is ongoing as of the Execution Date. No later than [***] before the anticipated Completion of the NAFLD Trial, the Parties shall define and agree on the format and substantive content of the Draft Clinical Study Report and the Final Clinical Study Report in accordance with the ICH E3 industry guidelines for Structure and Content of Clinical Study Report. Notwithstanding the foregoing, it is understood and agreed that the Draft Clinical Study Report and the Final Clinical Study Report will include [***], as well as all [***] in sufficient detail so as to reasonably demonstrate whether [***] and [***] has been achieved in accordance with the criteria specified in the Development Plan and whether any findings would preclude further Development of the Product. Along with the Final Clinical Study Report, Akcea shall provide to Pfizer the completed Case Report Forms from the NAFLD Trial.

11.2.15Any and all Regulatory Filings filed by Akcea or its Affiliates with respect to the Compound or the Product have been provided to Pfizer in an appropriate electronic format prior to the Execution Date. Except as otherwise disclosed on Schedule 11.2.15, neither Akcea, Ionis nor any of their respective Affiliates or licensees has received any written notice or allegation from any Regulatory Authority regarding (i) any actual, alleged, possible, or potential violation of or failure to comply with any Law, or (ii) any actual, proposed, or potential revocation, withdrawal, suspension, cancellation, termination, or modification of any Regulatory Filing for the Product, and, to Akcea’s and Ionis’ knowledge, there is no reasonable basis for any such notice or allegation.

14.11Entire Agreement; Amendments. This Agreement, together with the Schedules hereto, the Development Plan and the Side Letter, set forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersede and terminate all prior agreements and understanding between the Parties. In particular, and without limitation, this Agreement supersedes and replaces any and all term sheets relating to the transactions contemplated by this Agreement and exchanged between the Parties prior to the Execution Date. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as set forth herein. No subsequent alteration, amendment, change or addition to this Agreement will be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties.

(1) If the Borrower desires the execution of the Loan, it shall express its intention of applying for the Loan to All Lenders by submitting a Loan Application Form to the Agent no later than noon on the day three (3) Business Days prior to the Desired Execution Date. As for submission of a Loan Application Form, the form shall be sent by facsimile, and the receipt of the form by the Agent shall be confirmed by phone.

(3) A Reference Lending Period shown in a Loan Application Form shall be one (1) month, three (3) months or six (6) months. In such cases, the Maturity Date shall be the anniversary date of the Desired Execution Date in a calendar month that comes when the number of months in the Reference Lending Period elapses from the month in which the Desired Execution Date falls, and if such anniversary date falls on a non-Business Day, the Maturity Date shall be the Business Day following such non-Business Day, but if such Business Day falls in the next month, the Maturity Date shall be the Business Day immediately before such non-Business Day; provided that if the Desired Execution Date is the last Business Day of a month, the Borrower shall select the Maturity Date from either of the anniversary date in the last calendar month in the Reference Lending Period (if such anniversary date falls on a non-Business Day, the Business Day following such non-Business Day shall be the Maturity Date, but if such Business Day falls in the next month, the Business Day immediately prior to such non-Business Day shall be the Maturity Date) or the last Business Day of such calendar month, and if the anniversary date of the Desired Execution Date does not exist in the last calendar month in the Reference Lending Period, the Maturity Date shall be the last Business Day of such calendar month; provided that a Reference Lending Period in which the Desired Execution Date falls at or before the Commitment Deadline as of submission of such Loan Application Form and the Maturity Date comes after the Commitment Deadline as of submission of such Loan Application Form may be specified only if the Maturity Date falls on or before a Maturity Date for cases where the Reference Lending Period is one (1) month with the Commitment Deadline as of submission of such Loan Application Form being the Desired Execution Date. Otherwise, such specification shall not be acceptable.

3.1Organization; Qualification. Each Parent Entity is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Each Parent Entity (a) has all requisite organizational power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, and (b) is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or the Transactions. Parent has made available to the Company true and complete copies of the Organizational Documents of each Parent Entity, as in effect on the Execution Date. There has been no violation of any of the provisions of the Organizational Documents of each Parent Entity, and no Parent Entity has taken any action that is inconsistent in any material respect with any resolution adopted by such entity’s members, board of directors or board of managers (or other similar body) or any committee of the board of directors or board of managers (or other similar body) of such entity. Section 3.1 of the Parent Disclosure Letter sets forth each Parent Entity.

Section5.2 Access to Information; Confidentiality. (a)Upon reasonable notice, from the Execution Date to the Closing Date, each Party shall, and shall cause its Subsidiaries to, (i)afford the other Parties and their respective officers, employees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours, to all of its properties, books, contracts, commitments and records and to its officers, employees, counsel, accountants, or other representatives and (ii)if applicable, furnish promptly to each other Party (A)a copy of each material report, schedule and other document filed by it pursuant to the requirements of applicable federal or state securities Laws (other than reports or documents that the Partnership or TEGP, or their respective Subsidiaries, as the case may be, are not permitted to disclose under Applicable Law) and (B)all other information concerning the business, properties and personnel of such Party as such other Party may reasonably request. No Party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Partnership Conflicts Committee or the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the Execution Date. The Parties shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions referred to in the preceding sentence apply.

provided in the Organizational Documents of any member of the Partnership Group, under applicable Delaware Law or otherwise, and shall ensure that the Organizational Documents of the Surviving Entity and the General Partner (or their successor entities) shall, for a period of six years following the Effective Time, contain provisions no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Organizational Documents of the Partnership and the General Partner as of the Execution Date. This Section5.16(a) shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Partnership Indemnified Party as provided therein except with the prior written consent of such Partnership Indemnified Party, and shall be enforceable by any Partnership Indemnified Party and its heirs and representatives against TEGP and its successors and assigns.

a.Stock Options. Any unvested Rockwell stock options currently held by Chioini, Klema, Bagley, or Boyd that were scheduled to vest on October 2, 2018 will be accelerated and deemed to have vested on the Execution Date. Notwithstanding any other agreement between the Settling Parties, Chioini, Klema, Bagley, and Boyd may exercise any Rockwell stock options at their sole discretion, but consistent with their and Rockwell’s legal obligations, for cash that are vested as of the Execution Date up until May 24, 2020 (unless such options expire sooner pursuant to the 10-year term established at the time of issuance), at which time all such options (to the extent not previously exercised) will expire and thereafter be unexercisable. Rockwell will cooperate with the exercise of any such options under its usual terms and conditions, including permitting the use of broker assisted cashless exercise as permitted in the stock option agreements and or the 2007 Long Term Incentive Plan document, and pursuant to customary timeframes for similar elections and not greater than five (5) business days from the date of notice. The Company and Director Defendants will not take any action, or fail to take any customary, lawful action that would result in impeding Chioini’s, Klema’s, Bagley’s, or Boyd’s exercise of their equity rights with regard to the Company.

(iii) the payments set forth under Paragraph 1.b shall only be required to be paid for six months from the Execution Date. In the event that Chioni and Klema do not revoke this Paragraph in writing within seven days from the Execution Date, this Paragraph will be null and void.

3.1Organization; Qualification. Each Neptune Entity is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Each Neptune Entity (a) has all requisite organizational power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, and (b) is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Neptune Material Adverse Effect or to prevent, materially delay or materially impair the ability of Neptune to perform its obligations under this Agreement or the Transactions. Neptune has made available to Panther true and complete copies of the Organizational Documents of each Neptune Entity, as in effect on the Execution Date. There has been no violation of any of the provisions of the Organizational Documents of each Neptune Entity, and no Neptune Entity has taken any action that is inconsistent in any material respect with any resolution adopted by such entity’s members, board of directors or board of managers (or other similar body) or any committee of the board of directors or board of managers (or other similar body) of such entity. Section 3.1 of the Neptune Disclosure Letter sets forth each Neptune Entity.

4.1Organization; Qualification. Each Panther Entity is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Each Panther Entity (a) has all requisite organizational power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted and (b)is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Panther Material Adverse Effect or to prevent, materially delay or materially impair the ability of Panther to perform its obligations under this Agreement or the Transactions. Panther has made available to Neptune true and complete copies of the Organizational Documents of each Panther Entity, as in effect on the Execution Date. There has been no violation of any of the provisions of the Organizational Documents of each Panther Entity, and no Panther Entity has taken any action that is inconsistent in any material respect with any resolution adopted by such entity’s members, board of directors or board of managers (or other similar body) or any committee of the board of directors or board of managers (or other similar body) of such entity. Section4.1 of the Panther Disclosure Letter sets forth each Panther Entity.

(c)For six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect for the benefit of the Indemnified Parties an insurance and indemnification policy with an insurer with the same or better credit rating as the current carrier for Panther that provides coverage for acts or omissions occurring prior to the Effective Time covering each such person covered by the officers’ and directors’ liability insurance policy of Panther on terms with respect to coverage and in amounts no less favorable in the aggregate than those of Panther’s directors’ and officers’ insurance policy in effect on the Execution Date; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium currently paid by Panther for such coverage; and provided, further, however, that if any annual premium for such insurance coverage exceeds 300% of such annual premium, the Surviving Corporation shall obtain as much coverage as reasonably practicable for a cost not exceeding such amount. The Surviving Corporation’s obligations under this Section6.8(c) may be satisfied by the Surviving Corporation purchasing a “tail” policy, under Panther’s existing directors, and officers, insurance policy, which (i)has an effective term of six (6) years from the Effective Time, (ii) covers each person covered by Panther’s directors’ and officers’ insurance policy in effect on the Execution Date or at the Effective Time for actions and omissions occurring prior to the Effective Time and (iii)contains terms that are no less favorable in the aggregate than those of Panther’s directors’ and officers’ insurance policy in effect on the Execution Date. If such “tail” policy has been obtained by Neptune prior to the Effective Time, the Surviving Corporation shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.

(b) Section3.4(b) of the RRMS Disclosure Letter sets forth a true and complete list of the RRMS Subsidiaries as of the Execution Date. As of the Execution Date, all of the outstanding shares of capital stock or other equity or voting interests of each RRMS Subsidiary owned directly or indirectly by the RRMS Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on Section3.4(b) of the RRMS Disclosure Letter and (ii) have been duly authorized and are validly issued, fully paid (with respect to RRMS Subsidiaries that are limited liability companies or limited partnerships, to the extent required under the limited liability company agreement or limited partnership agreement of the applicable RRMS Subsidiary) and nonassessable (with respect to RRMS Subsidiaries that are limited liability companies or limited partnerships, except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA or by Sections17-303, 17-403, 17-607 and 17-804 of the DRULPA and the Governing Documents of the applicable entity).

(c) Other than ownership interests in the RRMS Subsidiaries set forth on Section3.4(b) of the RRMS Disclosure Letter, RRMS does not own beneficially, directly or indirectly, any equity securities or other ownership interests of any Person as of the Execution Date. There are no outstanding Rights issued or granted by, or binding upon, any of the RRMS Subsidiaries as of the Execution Date.

(b) PNPL shall pay all 50% of the legal fees and costs incurred by the Stockholder Representative and the Noteholders arising out of or related to PNPL’s breaches of the Transaction Documents and the Forbearance Transaction Documents, and the negotiation, preparation and execution of this Agreement, which, as of the Execution Date, equals $20,868 (the “Legal Fees”). The Legal Fees payment shall be made to Noteholders’ and Stockholder Representative’s legal counsel, LKP Global Law, LLP, no later than three (3) Business Days after the Execution Date. The Parties hereby agree: (i) that PNPL’s payment of the Legal Fees in accordance with this Section 3.1(b) shall not in any way limit or negate any other liability of PNPL or Mr. Feinstein for all such fees, costs and expenses under the terms and conditions set forth in the Transaction Documents and the Forbearance Transaction Documents; and (ii) that this provision is in addition to, and is not intended to restrict, limit, modify or amend any provision relating to fees, costs and expenses incurred by Stockholder Representative or any Noteholder as provided in any Transaction Documents, Forbearance Transaction Documents or any obligation of PNPL and Mr. Feinstein relating thereto.

3.2 Immediate Effectiveness of Waivers, Covenants Not to Sue, Releases and Termination of Lock Up Agreements. In further consideration of the agreements of Stockholder Representative and each Noteholder contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PNPL, THC LLC and Mr. Feinstein hereby agree that any and all waivers, releases and covenants not to sue by PNPL, THC LLC and Mr. Feinstein contained in this Agreement (collectively, the “Waivers”), including, but not limited to, those set forth in Sections 3.3 through 3.5 herein and the termination of lock up agreement set forth in Section 3.6 (the “Lock Up Terminations”), shall be unconditionally and irrevocably effective immediately on the Execution Date, without any further Notice, action, demand or consideration of any kind being required to be taken or delivered by either the Stockholder Representative or the Noteholders. For avoidance of doubt, PNPN, THC LLC and Mr. Feinstein hereby acknowledge, confirm and agree that all of the Waivers contained herein and the Lock Up Terminations shall remain unconditionally and irrevocably effective upon the full execution of this Agreement on the Execution Date even if PNPL subsequently fails to deliver the Standstill Fee and the Legal Fees in accordance with the terms set forth in Section 3.1 herein, or if either PNPL or Mr. Feinstein otherwise breaches any other representation, warranty, term, agreement, covenant, condition of this Agreement after the Execution Date. The Parties hereby acknowledge and agree that the agreement by the Parties herein that the Waivers and the Lock Up Terminations contained in this Agreement shall be unconditionally and irrevocably effective on the Execution Date is an integral part of the transactions contemplated by this Agreement and without such agreement, neither the Stockholder nor the Noteholders would have entered into this Agreement.

6.2 Effectiveness. This Agreement shall become effective upon full execution by the Parties on the Execution Date. The Standstill shall become effective on the Standstill Effective Date.

2.1 The Term of Service provided by Party A shall be 10 years commencing from the Execution Date. Unless Party A notifies Party B that the Term of Service is not to be extended 90 days before the expiration of the Term of Service, the Term of Service shall be extended automatically for another 10 years, and so on.

Subject to the Beneficiary’s continued service in the Eligible Position and compliance with the other conditions set forth in this Agreement and the Stock Option Plan, the Option may be exercised in full on the Execution Date. Under no circumstances will the Shares Subject to Option be acquired, accrued, earned, accumulated or otherwise be due to the Beneficiary, on a date other than the Execution Date, it being understood that no Shares Subject to Option shall be acquired, accrued, earned or accumulated on a monthly, quarterly, biannual or annual basis, unless the Stock Option Plan conditions are met.

(e) Options Not Exercised by the Execution Date. Notwithstanding any other provisions of this Agreement or the Stock Option Plan, this Option or the amount pending exercise will be exercisable until two years after the Execution Date hereof.

(a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. Prior to the Execution Date, the Company has made available for review by the Backstop Parties complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational Documents.

(d)If any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a direct result of the Company's breach of any provision of this Agreement), the Parties shall each use their respective reasonable best efforts to cooperate with each other to arrange and obtain any such portion from an Alternative Financing, as promptly as practicable following the occurrence of such event; provided, however, that the terms of such Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the Execution Date (including market flex provisions), or agree to any term (including any market flex term) less favorable to the Backstop Parties or the Debtors in any material respect than such term contained in the Debt Commitment Letter as in effect on the Execution Date. As applicable, references in this Agreement (other than with respect to representations in this Agreement made by the Backstop Parties that speak as of the Execution Date) to (A) the Debt Financing shall include any Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter.