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assignment-agreements
exhibit 10. 47 1200 west sam houston pkwy. n. houston, tx 77043 tel : 713 # # # - # # # - # # # # fax : 713 # # # - # # # - # # # # february 5, 2007 to : jean - francois chevrier from : vincent r. volpe jr. cc : elizabeth c. powers dider langree amber j. macksey subject : assignment to olean, new york dear j - f, this letter confirms our mutual agreement of the terms and conditions for your assignment to olean, new york in the position of vice president and general manager north american operations effective january 1, 2007. in this role you will report directly to me. as agreed, your assignment is intended to last for up to 2 years and will be completed no later than december 31, 2008. this agreement is effective only after you sign and return the attached copy of this letter acknowledging your acceptance and understanding of the provisions contained in this document. compensation your annual base salary will be 205, 062 euro per year and will be paid to you from the dresser - rand lehavre office. you will continue to be eligible for merit increases during your assignment. such consideration will occur in line with the timing and process for other members of the ceo staff. bonus you will continue to participate in the aim program at your current target level of 50 %. the terms of the aim plan will be applied in accordance with the plan document. as always, actual awards earned under the plan are dependent upon company and individual performance. housing & utilities you will be reimbursed for your housing and utility costs in olean. furnishings should you be unable to secure furnished housing, the company will provide you with an allowance to purchase furnishings for your personal use during the assignment. the company will reimburse up to a maximum of 20, 000 us $ for these items. this reimbursement allowance is intended to cover the cost of the majority of the basic furnishings, appliances and incidental household items you will require while in olean. exhibit 10. 47 1200 west sam houston pkwy. n. houston, tx 77043 tel : 713 # # # - # # # - # # # # fax : 713 # # # - # # # - # # # # february 5, 2007 to : jean - francois chevrier from : vincent r. volpe jr. cc : elizabeth
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building purchase date by assignee through 11 / 14 / 03 following 12 mos. following 12 mos. following 12 mos. following 12 mos. building purchase date by assignee through 11 / 14 / 03 following 12 mos
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assignment-agreements
nanominerals corp., a company duly formed under the laws of nevada, with its registered office at 1905 southeastern ave., las vegas, nv ( hereinafter called " nano " ) ireland inc., a corporation duly formed under the laws of nevada, with its principal office at 810 peace portal drive, suite 201, blaine, wa 98230 ( hereinafter called the " company " ) lorrie archibald, of 1745 larkhall crescent, north vancouver, british columbia, canada v7h 2z3 ( hereinafter called the " principal shareholder " ) ( b ) โ€œ closing date โ€ means august 14, 2007 or such other date as may be mutually agreed upon by the parties. ( j ) โ€œ nano shares โ€ means a total of 30, 000, 000 post - split ( 7, 500, 000 pre - split ) shares of the company to be issued to nano and the nano nominees. ( k ) โ€œ principal shares โ€ means the 18, 200, 000 post - split ( 4, 550, 000 pre - split ) presently issued restricted shares in the common stock of the company held by the principal shareholder to be transferred to nano as described in paragraph 2. 5. ( o ) โ€œ royalty โ€ means the royalty to be granted in favour of nano equal 5 % of net smelter returns, as that term is defined in schedule โ€œ d, โ€ from the columbus and red mountain projects and from any other mineral projects that may, in the future, be assigned or otherwise transferred to the company by nano. 2. 3 the total number of nano shares to be issued by the company to nano and the nano nominees shall be 30, 000, 000 shares. 2. 4 in addition to issuing the nano shares to nano and the nano nominees, the company shall, at closing, grant nano a royalty ( the โ€œ royalty โ€ ) equal to 5 % of net smelter returns on the columbus and red mountain projects and on any other mineral projects that may, in the future, be assigned or otherwise transferred to the company by nano. 2. 5 as further consideration for nano entering into this agreement and completing the assignment to the company, the principal shareholder shall transfer the principal shares to nano at closing at and for a price of us $ 0. 0025 per share. 2. 7 in addition to the consideration set out above, the company shall reimburse nano for all properly documented expenditures made by nano on the columbus and
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nord resources corporation, a delaware corporation, with an office at 1 west wetmore road, suite 203, tucson, arizona, 85705 ( โ€œ nord โ€ ) tmd acquisition corporation, a tennessee corporation, with an address c / o 668 n. coast hwy, # 171 laguna beach, ca 92561 ( โ€œ tmd acquisition โ€ ) a. in may 2004, nord commenced pursuing an opportunity ( the โ€œ opportunity โ€ ) to acquire assets comprising asarco inc. โ€™ s ( โ€œ asarco โ€ ) tennessee mines division zinc business ( the โ€œ zinc assets โ€ ) ; b. as a result of nord โ€™ s development efforts, asarco subsequently selected nord as the primary candidate with whom asarco would negotiate the sale and purchase of the zinc assets, and presented nord with a draft asset purchase agreement in respect of the zinc assets ; c. in october, 2004, nord entered into a secured bridge loan agreement with regiment capital iii, l. p. ( โ€œ regiment capital โ€ ), the terms of which prevented nord from making an investment in, or undertaking any business with respect to, the zinc assets without the prior written consent of regiment capital. regiment capital informed nord that it would not consent to the direct acquisition of the zinc assets by nord ; d. pursuant to an agreement of assignment and assumption dated october 14, 2004, hirsch and seymour agreed to assist nord in preserving the opportunity and, in conjunction therewith hirsch and seymour entered into an agreement of option and right of first refusal dated october 14, 2004 with nord ; e. hirsch and seymour subsequently assigned their interest and right to acquire the zinc business to tmd acquisition, a corporation formed by hirsch and seymour to facilitate an asset purchase agreement dated march 21, 2005 ( the โ€œ acquisition agreement โ€ ) with asarco ; f. on august 2, 2005, asarco purported to terminate the acquisition agreement and subsequently filed for relief under chapter 11 of the united states bankruptcy code ; g. tmd acquisition has disputed asarco โ€™ s position that the acquisition agreement has been terminated, but was advised in may 2006 that the zinc assets have been sold at auction ; h. nord believes that the zinc assets were a property of potential merit, and is desirous of preserving nord โ€™ s right of action against asarco and asarco โ€™ s trustee in bankruptcy ; i. as there are no longer any restrictions imposed by nord โ€™ s current lender in respect of the zinc assets, nord and tmd acquisition have agreed that nord
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exhibit 10. 3 assignment this assignment ( the " assignment " ) is made by keith d. spickelmier ( " spickelmier " ) in favor of santos resource corp., a nevada corporation ( " santos " ) as of the _ _ _ _ day of january, 2012. recitals whereas, spickelmier entered into a legal document ( as amended and restated on december 1, 2011, the " liberty agreement " ) with liberty petroleum corporation ( " liberty " ) whereby liberty granted to spickelmier an exclusive right until november 28, 2011 ( which has been extended for another 60 days by making the payment of an additional us $ 100, 000 deposit paid by santos to liberty under the terms of the letter of intent between spickelmier and santos dated november 16, 2011 ) to negotiate an option to acquire exploration and drilling rights related to the pel 512 prospect involving 584, 651 gross acres in the " heart " of the cooper basin oil fairway in south australia ( the " prospect " ), a copy of the liberty agreement being attached hereto as an exhibit ; and whereas, for the purchase price provided for herein and subject to the terms, provisions and conditions set forth herein, santos desires to acquire from spickelmier all of spickelmier's rights under the liberty agreement ( the " rights " ) ; and whereas, for the purchase price provided for herein and subject to the terms, provisions and conditions set forth herein, spickelmier desires to sell to santos all of the rights ; 1. assignment 1. 1 assignment. in consideration of the purchase price provided for hereinafter, spickelmier does hereby assign to santos all of spickelmier's rights, free and clear of all encumbrances, security interests, liens, charges, and claims. 1. 2 binding obligation. to have and to hold the rights, together with all the rights and appurtenances thereto in anywise belonging, unto santos, and its legal representatives, successors and assigns, forever, and spickelmier does hereby bind himself, and his heirs, beneficiaries, legal representatives, successors and assigns, to forever warrant and defend title to the rights unto santos, and its successors and assigns, against the claims of any and all persons whomsoever claiming through spick
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assignment-agreements
( i ) all or any part of the participant lc exposure of such defaulting lender shall be reallocated among the non - defaulting lenders in accordance with their respective applicable percentages but only to the extent the sum of all non - defaulting lenders โ€™ aggregate participant lc exposure plus the aggregate amount of all non - defaulting lenders โ€™ outstanding loans plus such defaulting lender โ€™ s participant lc exposure does not exceed the total of all non - defaulting lenders โ€™ commitments ; ( ii ) if the applicable account party cash collateralizes any portion of such defaulting lender โ€™ s participant lc exposure that has not been reallocated pursuant to clause ( i ) above, no specified account party shall be required to pay any fees to such defaulting lender pursuant to section 2. 08 with respect to such defaulting lender โ€™ s lc exposure during the period such defaulting lender โ€™ s participant lc exposure is cash collateralized ; ( iii ) if the participant lc exposure of the non - defaulting lenders is reallocated pursuant to clause ( i ) above, then the fees payable to the lenders pursuant to section 2. 14 shall be adjusted in accordance with such non - defaulting lenders โ€™ applicable percentages ; and ( iv ) if all or any portion of such defaulting lender โ€™ s participant lc exposure is neither reallocated nor cash collateralized pursuant to clause ( i ) or ( ii ) above, then, without prejudice to any rights or remedies of the issuing lender or any other lender hereunder, all fees payable under section 2. 14 with respect to such defaulting lender โ€™ s participant lc exposure shall be payable to the administrative agent until and to the extent that such participant lc exposure is reallocated and / or cash collateralized ; and ( i ) at any time or from time to time, without notice to the guarantors, the time for any performance of or compliance with any of the guaranteed obligations shall be extended, or such performance or compliance shall be waived ; ( ii ) any law or regulation of any jurisdiction, or the occurrence of any other event, affecting any guaranteed obligation ; ( ii ) any of the acts mentioned in any of the provisions of this agreement or any other agreement or instrument referred to herein shall be done or omitted ; or ( iii ) the maturity of any of the guaranteed obligations shall be accelerated, or any of the guaranteed obligations shall be
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assignment-agreements
exhibit 10. 32 assignment and assumption of lease documents โ€” โ€” โ€” โ€” โ€” โ€” โ€” โ€” ยท ยท โ€” โ€” โ€” โ€” space above this line for recorder โ€™ s use โ€” โ€” โ€” โ€” โ€” โ€” โ€” โ€” return to : fidelity national title group 5565 glenridge connector, ste 300 atlanta, ga 30342 attn : charlotte hayes - cv state of georgia county of fulton assignment and assumption of lease documents and option rights this assignment and assumption of lease documents and option rights ( this โ€œ agreement โ€ ), is made as of this 14th day of july, 2016, by and between waterton tenside owner, l. l. c., a delaware limited liability company ( โ€œ assignor โ€ ), and br carroll tenside, llc, a delaware limited liability company. ( โ€œ assignee โ€ ). witnesseth : whereas, pursuant to a bond resolution ( the โ€œ bond resolution โ€ ) adopted by the atlanta development authority, a public body corporate and politic of the state of georgia ( the โ€œ issuer โ€ ) on november 20, 2008, and an indenture of trust ( the โ€œ indenture โ€ ) dated as of december 1, 2009, between the issuer and the bank of new york mellon trust company, n. a., as trustee ( the โ€œ trustee โ€ ), the issuer authorized the issuance of its โ€œ the atlanta development authority taxable lease purchase revenue bond ( tivoli tenside project ) series 2009 โ€ to finance a capital project ( the โ€œ project โ€ ), and on december 30, 2009, the issuer issued the initial bond, designated โ€œ r - 1 โ€œ, to assignor in the amount of $ 70, 000, 000 ( the โ€œ bond โ€ ) ; whereas, assignor wishes to assign to assignee all of its right, title, and interest in and to, and obligations under each of the following documents and agreements executed in connection with the issuance of the bond : ( 1 ) the lease agreement dated as of december 1, 2009, between assignor ( as successor in interest to and assignee of ten side holdings, llc, a georgia limited liability company ( โ€œ ten side holdings โ€ ), as the original lessee thereunder ) and the issuer and the memorandum of lease, dated as of december 29, 2009, between assignor ( as successor in interest to and assignee of ten side holdings, as the original lessee thereunder ) and the issuer, recorded on december 30,
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1. preliminary 1. 1 definitions 1. 1. 1 โ€œ agreement โ€ shall mean this agreement, annexures including any written modification and amendment thereof signed by the parties. 1. 1. 2 โ€œ contracts โ€ shall mean the contracts entered into with the parties by assignor, as identified in schedule a including the rights and obligations arising out of such contracts and the receivables and work in progress relating thereto. 1. 1. 3 โ€œ customers / consultants โ€ means the parties referred to in schedule a with whom the assignor has entered into the contracts, including their successors and assigns. 1. 1. 4 โ€œ closing โ€ shall mean the date agreed upon by the parties, which shall be no later than 5 business days from the date on which the last of the conditions precedent set out in this agreement are satisfied on which date the contracts and the employment agreements stand assigned in favour of the assignee in the manner set out in this agreement. 1. 1. 5 โ€œ employment agreement โ€ shall mean the employment agreement between each of the employees and the assignor. 1. 1. 6 โ€œ employees โ€ shall mean the employees as per the list set out in schedule c hereto who are working on the contracts on behalf of the assignor. 1. 1. 7 โ€œ party โ€ - the term โ€œ party โ€ shall mean the assignor and assignee individually and the โ€œ parties โ€ shall mean the assignor and the assignee jointly. 1. 1. 8 โ€œ territory โ€ shall mean india. 1. 2 rules of interpretation in this agreement unless the context requires otherwise : 1. 2. 1 references to statutes are to the statutes in force in india for the time being ; 1. 2. 2 references to recitals and clauses are references to recitals and clauses of and to this agreement unless otherwise stated. 1. 3 headings the headings in this agreement are inserted for convenience only and shall not be taken into account in the construction of any provision of this agreement. 2. assignment and consideration 2. 1 the assignor hereby agrees to assign and transfer the contracts to the assignee on the closing date, free and clear of any mortgage, lien, pledge, security, interest, conditional sales agreement or other encumbrances of any kind whatsoever, subject to the satisfaction of the conditions precedent, subject to and in accordance with the provisions of part i of the agreement set out below. 2. 2 the assignor hereby agrees to assign and transfer the
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assignment-agreements
ex - 2. 5 aknowledgement of assignment of debt know that on this 24th day of may, 2022, suneetha nandana silva sudusinghe, ceo, pres., cfo, chief accounting officer, treasurer & director of cannabis suisse corp. ( the โ€œ company โ€ ) with an address of lerzenstrasse 12, dietikon 8953, switzerland, hereby acknowledges, transfers, assigns and conveys to okie, llc ( โ€œ assignee โ€ ), with an address of 4300 s us hwy 1, ste 203 - 314, jupiter, florida 33477, and all of its successors the total amount of one hundred thirty - five thousand dollars ( $ 135, 000. 00 usd ) in the aggregate due under loans agreement to the assignee โ€™ s described as follows : a loan agreement by and between alan parrik, ( โ€œ holder โ€ ) and cannabis suisse corp. ( the โ€œ company โ€ ) dated january 19, 2022, in the amount of $ 85, 000. 00 dollars ( usd ) ; a loan agreement by and between noi tech llc, ( โ€œ holder โ€ ) and cannabis suisse corp. ( the โ€œ company โ€ ) dated april 15, 2021 ; and, as of march 29, 2022, had a loan balance for future conversion in the amount of $ 20, 000. 00 dollars ( usd ) ; a loan agreement by and between serhii cherniienko, ( โ€œ holder โ€ ) and cannabis suisse corp. ( the โ€œ company โ€ ) dated april 15, 2021 ; and, as of december 23, 2021, had a loan balance for future conversion in the amount of $ 30, 000. 00 dollars ( usd ). copies of such assignment of convertible notes and note documents ( โ€œ notes โ€ ) are attached hereto. the purchase price for this assignment of these notes was included in the securities purchase agreement by and between suneetha nandana silva sudusinghe ( the โ€œ seller โ€ ) and scott mcalister ( the โ€œ buyer โ€ ) of $ 450, 000. 00. the rights and interests of such loans are assigned back to their original dates and include but are not necessarily limited to the amount of the loans plus interest due to the assignor โ€™ s under the agreements and related documents, all of the rights and remedies and subject to all of the obligations of the assignor โ€™ s there under, and the right either of
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exhibit 10. 2execution versionconfidentialassignment, assumption and novation agreementthis assignment, assumption and novation agreement ( this โ€œ agreement โ€ ), dated as of may 13, 2021 ( the โ€œ effective date โ€ ), is by and among roivant sciences ltd. ( โ€œ roivant โ€ ), roivant china holdings ltd. ( โ€œ roivant china โ€ ), sinovant sciences hk limited ( โ€œ sinovant hk โ€ ), sinovant sciences co., ltd. ( โ€œ sinovant, โ€ and together with roivant, roivant china and sinovant hk, the โ€œ assignors โ€ ), sumitomo pharmaceuticals ( suzhou ) co., ltd. ( โ€œ assignee โ€ ), sumitomo dainippon pharma co., ltd. ( โ€œ assignee parent โ€ ), nabriva therapeutics ireland designated activity company ( โ€œ nabriva ireland โ€ ), and nabriva therapeutics gmbh ( โ€œ nabriva therapeutics, โ€ and together with nabriva ireland, โ€œ nabriva โ€ ). each of assignors, assignee, assignee parent, nabriva ireland and nabriva therapeutics may be referred to herein as a โ€œ party โ€ and collectively, the โ€œ parties โ€ hereunder. w i t n e s s e t h : whereas, ( i ) assignors and nabriva are parties to that certain license agreement dated as of march 26, 2018, as amended on october 29, 2020 ( the โ€œ nabriva license agreement โ€ ) ; ( ii ) roivant china, sinovant hk and nabriva ireland are parties to that certain technology transfer agreement, dated as of october 21, 2020 ( the โ€œ nabriva technology transfer agreement โ€ ) ; ( iii ) roivant china, sinovant hk, sinovant and nabriva ireland are parties to that certain trademark license agreement, dated as of may 11, 2020 ( the โ€œ nabriva trademark agreement โ€ ) ; ( iv ) sinovant hk, sinovant and nabriva ireland are parties to that certain safety data exchange agreement, dated august 2, 2019 ( the โ€œ nabriva safety data exchange agreement โ€ ) ; and ( v ) sinovant hk, sinovant and nabriva ireland are parties to that certain agreement for the manufacture & supply of clinical trial material, dated as of october 4, 2019 ; ( the โ€œ nabriva manufacture agreement โ€ ) ;
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exhibit 10. 6 * portions of this exhibit have been excluded because it both ( i ) is not material and ( ii ) would be competitively harmful if publicly disclosed. framework assignment agreement between herlev hospital and io biotech aps exhibit 10. 6 * portions of this exhibit have been excluded because it both ( i ) is not material and ( ii ) would be competitively harmful if publicly disclosed. framework assignment agreement between herlev hospital and io biotech aps on _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2016, the following parties herlev hospital [ * * * ] ( hereinafter referred to as โ€œ hospital โ€ ) and io biotech aps [ * * * ] ( hereinafter referred to as the โ€œ company โ€ ) have entered into a framework assignment agreement regarding the potential assignment from the hospital to the company of intellectual property rights and title in and to certain inventions which may be made by the hospital or any of its employees on the terms and conditions set out in this framework assignment agreement. recitals ( a ) whereas the hospital is a hospital owned and operated by the capital region of denmark ( in danish : hovedstadsregionen ) performing research and providing medical treatment of patients within various medical fields ; ( b ) whereas the hospital inter alia employs researchers, scientists, doctors and other personnel within the medical field who, during and related to their employment at the hospital, may make inventions within their field of expertise ; ( c ) whereas the hospital is entitled, but not obligated, to acquire ownership of such inventions pursuant to the danish act on inventions at public research institutions ; ( d ) whereas the company is a limited liability company incorporated under danish law performing research and experimental development within the field of therapies aiming at activating or boosting t cells that react towards regulatory immune cells for the treatment and prevention of cancer, and / or related activities as per board discretion ; ( e ) whereas the parties have already entered into an option assignment agreement dated 2 january 2015 regarding the grant by the hospital to the company of an option to acquire certain intellectual property rights in and to an invention referred to as indoleamine 2, 3 - dioxygenase based immunotherapy which option the company subsequently has exercised ; ( f ) whereas the company has expressed the desire to acquire similar inventions in order to perform research and development within the field of therapies aiming at activating or boosting t cells
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exhibit 10. 1 assignment of debt agreement this assignment of debt agreement dated the 22nd day of february 2021, among : frh group corporation 555 anton boulevard suites 150, costa mesa, ca 92626 ( the โ€œ assignee โ€ ) and : frh group ltd., 2801 & 2802 liwa heights, cluster w, jlt, dubai, uae ( the โ€œ assignor โ€ ) and : fdctech, inc., 200 spectrum drive, suite 300, irvine, ca, 92618 ( the โ€œ debtor โ€ ) among : among : frh group corporation frh group corporation 555 anton boulevard 555 anton boulevard suites 150, costa mesa, ca 92626 suites 150, costa mesa, ca 92626 ( the โ€œ assignee โ€ ) ( the โ€œ assignee โ€ ) and : and : frh group ltd., frh group ltd., 2801 & 2802 liwa heights, cluster w, jlt, 2801 & 2802 liwa heights, cluster w, jlt, dubai, uae dubai, uae ( the โ€œ assignor โ€ ) ( the โ€œ assignor โ€ ) and : and : fdctech, inc., fdctech, inc., 200 spectrum drive, suite 300, 200 spectrum drive, suite 300, irvine, ca, 92618 irvine, ca, 92618 ( the โ€œ debtor โ€ ) ( the โ€œ debtor โ€ ) whereas : a. the debtor is indebted to the assignor according to the frh note ( s ) agreement ( exhibit ii ) for the principal amount of $ 1, 000, 000 and any unpaid and accrued interest of $ 256, 908 in u. s. funds ( the โ€œ note ( s ) โ€ or โ€œ debt โ€ ). the note ( s ) is according to the terms of frh note ( s ) with the face value in the principal $ 1, 000, 000 coupon 6 % issue between date february 22, 2016, and april 24, 2017, at a conversion price of $ 0. 10 per share among the debtor and the assignor. b. the assignor wishes to convert the debt into common stock of the debtor at a conversion price of $ 0. 10 per share as per frh note ( s ) agreement, see notice of conversion ( exhibit i ). c. the assignee wishes to receive the common stock under its name upon notice of conversion. the assignor
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exhibit 10. 08 indemnification agreement this indemnification agreement ( โ€œ agreement โ€ ) is entered into as of the [ * ] th day of [ * ], [ * ] by and between force protection video equipment corporation ( the โ€œ company โ€ ), and [ * ] ( โ€œ indemnitee โ€ ). recitals a. the company and indemnitee recognize the continued difficulty in obtaining liability insurance for the company โ€™ s directors and officers, the significant increases in cost of such insurance and the general reductions in the coverage of such insurance. b. the company and indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. c. the company desires to attract and retain the services of highly qualified individuals, such as indemnitee, to serve the company and, in part, in order to induce indemnitee to continue to provide services to the company, wishes to provide for the indemnification and advancing of expenses to indemnitee to the maximum extent permitted by law. d. in view of the considerations set forth above, the company desires that indemnitee be indemnified by the company as set forth herein. now, therefore, the company and indemnitee hereby agree as follows : agreement 1. indemnification. ( a ) indemnification of expenses. the company shall indemnify indemnitee to the fullest extent permitted by law if indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other ( hereinafter a โ€œ claim โ€ ) by reason of ( or arising in part out of ) any event or occurrence related to the fact that indemnitee is or was a director or officer of the company, or any subsidiary of the company, or is or was serving at the request of the company as a director, officer, employee, agent or fiduciary of another
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exhibit 10. 7 agreement on assignment of 75 % shareholder โ€™ s rights in jiangsu jinyu environmental engineering co., ltd. ๆฑŸ ๅฎ‡ ๆœ‰ ๅ…ฌ ๅธ 75 % ็š„ this agreement on assignment of 75 % shareholder โ€™ s rights in jiangsu jinyu environmental engineering co., ltd. ( this โ€œ agreement โ€ ) is made and entered into as of the 1st day of july, 2011, by and between jiangsu zhenyu environmental protection technology co. ltd. ( โ€œ party a โ€ ) and yixing dragon path environment technology limited ( โ€œ party b โ€ ). in this agreement, party a and party b are each referred to as a โ€œ party โ€ and collectively as the โ€œ parties. โ€ ๆœฌ ใ€Š ๆฑŸ ๅฎ‡ ๆœ‰ ๅ…ฌ ๅธ 75 % ็š„ ใ€‹ ๏ผˆ โ€œ ๆœฌ โ€ ๏ผ‰ ๆฑŸ ๅฎ‡ ไฟ ๆœ‰ ๅ…ฌ ๅธ ๏ผˆ โ€œ ๆ–น โ€ ๏ผ‰ ๅ’Œ ไฟ ๆœ‰ ๅ…ฌ ๅธ ๏ผˆ โ€œ ๆ–น โ€ ๏ผ‰ 2011 ๅนด 7 ๆœˆ 1 ๆ—ฅ ใ€‚ ๆœฌ ไธญ ็š„ ๆ–น ๅ’Œ ๆ–น ๅˆ† โ€œ ไธ€ ๆ–น โ€ ๏ผŒ ๅˆ โ€œ ๆ–น โ€ ใ€‚ whereas, jiangsu jinyu environmental engineering co., ltd. ( โ€œ jinyu โ€ ) was established and is existing as a sino - foreign equity joint venture in jiangsu province, china. currently, party a holds 75 % equity interest in jinyu. ๏ผŒ ๆฑŸ ๅฎ‡ ๆœ‰ ๅ…ฌ ๅธ ๏ผˆ โ€œ ๅฎ‡ ๅ…ฌ ๅธ โ€ ๏ผ‰ ไธ€ ๅฎถ ๆˆ ็ซ‹ ไธญ ๅ›ฝ ๆฑŸ ็œ ็š„ ไธญ ๅค– ๅˆ ๏ผŒ ๆ–น ๆœ‰ ๅฎ‡ ๅ…ฌ ๅธ 75 % ใ€‚ whereas, certain equity transfer agreement regarding jiangsu jinyu environmental engineering co., ltd. is made and entered into by and between party a and party b concurrently herewith. pursuit to that agreement, party a will transfer its 75 % equity interest in jinyu to party b ( the โ€œ transfer โ€ ). the transfer shall be submitted to competent prc governmental authority for approval in accordance with prc law. ๏ผŒ ๆ–น ๆœฌ ๅŒ ใ€Š ๆฑŸ ๅฎ‡ ๆœ‰ ๅ…ฌ ๅธ ็š„ ใ€‹ ใ€‚ ๏ผŒ ๆ–น
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assignment and bill of sale know all persons by these presents, that for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in the amount of one hundred dollars, ( $ 100. 00 ) of mu chun lin, a non - u. s. citizen ( " transferor " ), with an address at 81 hao lou, zong bu qi ye ji di, gao xin qu, ying chun ji, zheng zhou city, henan province prc, china, hereby sells, exchanges transfers, conveys and assigns unto china soar information technology, inc., a delaware corporation, its successors and assigns, ( " transferee " ) with an address at 12 harcourt road bank of america tower, suite 1308, central, hong kong, all of transferor's right, title and interest in and to those certain mobile software applications of personal property, as per the software license and royalty agreement attached hereto as exhibit a dated august 24, 2015 ( " transferred property " ). to have and to hold the same unto transferee, its successors or assigns, forever, and transferor does hereby covenant and agree that it will from time to time, if requested by transferee, its successors and assigns, do, execute, acknowledge and deliver, or will cause to be done, executed and delivered to transferee or its successors or assigns, such and all further acts, transfers, assignments, deeds, powers and assurance of title, and additional papers and instruments, and cause to be done all acts or things as often as may be proper or necessary for better assuring, conveying, transferring and assigning all the transferred property hereby conveyed, transferred or assigned, and effectively to carry out the intent hereof, and to vest in the entire right, title and interest of transferor in and to all of the said transferred property, and transferor will warrant and defend the same to transferee, its successors and assigns, forever against all claims or demands whatsoever. transferor warrants and represents that transferor is the sole owner of the transferred property and that the transferred property is free and clear of all liens, encumbrances, security interests and any claims to title. this assignment and bill of sale may be relied upon as conclusive proof that each and all of the transferred property have been transferred to transferee. the parties hereto acknowledge and agree that this assignment and bill of sale as prepared, negotiated, shall
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exhibit 10. 28 confidential treatment first amendment to patent assignment agreement this first amendment ( the โ€œ amendment โ€ ) effective 31 december 2010 is made to the patent assignment dated the 23rd day of february 2009 ( the โ€œ assignment agreement โ€ ) between omeros corporation, a washington corporation having a principal place of business at 1420 fifth avenue, suite 2600, seattle wa 98101 usa ( โ€œ omeros โ€ ) and roberto ciccocioppo, ph. d., having a residence at vicolo san silvestro n. 25, camerino, 62032 it ( โ€œ dr. ciccocioppo โ€ ). rd whereas dr. ciccocioppo previously assigned all rights, in consideration for omeros undertaking certain future milestone and royalty obligations in accordance with the terms of the assignment agreement to certain technology invented by dr. ciccocioppo related to new uses of peroxisome proliferator - activated receptor gamma ( โ€œ pparg โ€ ) agonists for the prevention and treatment and addictions and compositions including pparg agonists, alone or in combination with other agents, including, without limitation, compositions regulated by the u. s. food and drug administration and corresponding foreign regulatory agents that contain one or more pparg agonist ( s ) as active pharmaceutical ingredient ( s ) ( the โ€œ pparg pharmaceuticals โ€ ) ; and whereas dr. ciccocioppo has conceived a related concept directed to the use of dietary supplement ( i. e., nutraceutical ) compositions comprising fatty acids that increase the activity of the pparg pathway for use in the treatment and prevention of disorders affected by pparg activation, including, without limitation, alcoholism, addiction and compulsive disorders, as well as nutraceutical compositions containing fatty acids that activate pparg that are not regulated by the u. s. food and drug administration and corresponding foreign regulatory agents ( altogether the โ€œ pparg nutraceutical technology โ€ and with respect to compositions the โ€œ pparg nutraceuticals โ€ ) ; whereas omeros and dr. ciccocioppo wish to confirm the assignment to omeros of all rights related to the pparg nutraceutical technology and the pparg nutraceuticals in accordance with and as part of the assignment agreement and wish to further compensate dr. ciccocioppo for these advances ; now therefore, in consideration for the mutual covenant
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assignment-agreements
exhibit 10. 1 contribution, conveyance, assignment and assumption agreement this contribution, conveyance, assignment and assumption agreement, dated as of [ โ— ], 2015 ( this โ€œ agreement โ€ ), is entered into by and among first solar 8point3 holdings, llc, a delaware limited liability company ( โ€œ fs holdings member โ€ ), maryland solar holdings, inc., a delaware corporation ( โ€œ md solar holdings โ€ ), sunpower yc holdings, llc, a delaware limited liability company ( โ€œ sp holdings member โ€ ), 8point3 energy partners lp, a delaware limited partnership ( the โ€œ partnership โ€ ), and 8point3 operating company, llc, a delaware limited liability company ( โ€œ operating company โ€ and together with fs holdings member and md solar holdings, each a โ€œ party โ€ and collectively, the โ€œ parties โ€ ). recitals whereas, first solar, inc., a delaware corporation ( โ€œ first solar โ€ ), indirectly owns 100 % of the outstanding limited liability company interests of fs holdings member ; whereas, fs holdings member directly owns ( a ) 100 % of the limited liability company interests in fsam lost hills blackwell holdings, llc, a delaware limited liability company ( โ€œ lost hills holdings โ€ ), ( b ) 100 % of the limited liability company interests in fsam ns holdings, llc, a delaware limited liability company ( โ€œ north star holdings โ€ ) and ( c ) 100 % of the limited liability company interests in fsam sg2 holdings, llc, a delaware limited liability company ( โ€œ sg2 holdings โ€ ) ; whereas, md solar holdings directly owns 100 % of the limited liability company interests in maryland solar llc, a delaware limited liability company ( โ€œ maryland solar, โ€ and such interests, together with the interests in lost hills holdings, north star holdings and sg2 holdings, the โ€œ fs contributed interests โ€ ) ; whereas, sunpower corporation, a delaware corporation ( โ€œ sunpower โ€ ), indirectly owns 100 % of the outstanding limited liability company interests of sp holdings member ; whereas, sunpower indirectly owns 100 % of the outstanding limited liability company interests of the operating company ; whereas, sp holdings member indirectly owns ( a ) 100 % of the limited liability company interests in solar star california xiii, llc, a delaware limited liability company ( the โ€œ quinto projectco โ€ ), ( b ) 100 % of the limited liability company interests in solar star california xxx, llc, a delaware limited liability company ( the โ€œ macy โ€™
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assignment-agreements
( a ) the assignor has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, and has duly executed and delivered this agreement which, therefore, constitutes a legal, valid and binding obligation of assignor enforceable against assignor in accordance with the agreement's terms, and the entering into of this agreement and the performance of assignor โ€™ s obligations hereunder does not and will not result in a breach of, default under, or conflict with any of the terms or provisions of any agreement or other instrument to which assignor is a party or by assignor is bound, or any statute, order, judgment or other law or ruling of any competent authority ; ( b ) to the best of the assignors โ€™ knowledge and belief after due inquiry, except as otherwise disclosed to assignee in writing, there are neither any adverse claims or challenges against, or to the ownership or title to, any of the licensed rights, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the licensed rights or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the licensed rights except as provided in the license agreement ; and ( c ) the license agreement is in good standing as at the date hereof and no default has occurred therein. ( a ) the acquisition of the assignor by the assignee is not completed by march 31, 2015 ; ( b ) in the event that the assignee waives the condition in section 4 ( a ), the sales of the products have not generated gross revenues of $ 250, 000 within twelve months from the date hereof ; or ( c ) in the event that burt ensley does not complete the stock purchase agreement dated june 23, 2014 and amended on january 26, 2014 with vitaliy gorelik by april 30, 2015. ( a ) the assignee is entitled to rely on the representations and warranties and the statements and answers of the assignors contained in this agreement, and the assignors will hold harmless the assignee from any loss or damage it may suffer as a result of the assignors โ€™ failure to correctly complete this agreement ; ( b ) the assignor will indemnify and hold harmless the assignee and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss,
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assignment-agreements
assignor : western standard energy corp. / s / peter jenks by : peter jenks, president / s / peter jenks my commission expires : / s / linda a. perry november 30, 2011 seal linda a. perry, notary public saskatchewan / s / linda a. perry
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assignment-agreements
exhibit 4. 3 assignment of clean - up call option novastar mortgage, inc., as sponsor ( the โ€œ sponsor โ€ ), hereby assigns all of its rights and obligations under section 10. 01 of the indenture, dated may 1, 2006 ( the โ€œ indenture โ€ ), among novastar mortgage funding trust, series 2006 - mta1, as issuing entity, jpmorgan chase bank, national association, as indenture trustee and j. p. morgan trust company, national association, as co - trustee, to novastar certificates financing corporation, as depositor ( the โ€œ depositor โ€ ). in pursuant to section 10. 01 of the indenture, the depositor terminates the indenture and redeems all of the notes then outstanding, the depositor shall conduct such redemption in the manner set forth in section 10. 01. capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the indenture. / s / michael l. bamburg / s / matt kaltenrieder
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assignment-agreements
exhibit 10. 4 agreement of assignment party a : shijiazhuang pharmaceutical group corporation party b : unigene laboratories inc. party c : china pharmaceutical group limited it is unanimously agreed between parties a, b and c to assign all rights, responsibilities and obligations of party a without reservation to party c manifested in, including but not limited to, the following documents : 1. confidentiality agreement dated october 29, 1998 2. joint venture contract dated june 15, 2000 3. articles of association dated june 15, 2000 4. agreement dated june 9, 2006 5. addendum spg unigene joint venture dated december 16, 2007 6. technology transfer agreement dated april 23, 2008 party c agrees without any reservation to accept such assignment with full legal and business competence as well as full knowledge. this agreement takes effect immediately upon signature of the three parties. signed by : party a : shijiazhuang pharmaceutical group corporation representative : / s / cai dongchen party b : unigene laboratories inc. representative : / s / warren p. levy party c : china pharmaceutical group limited representative : / s / cai dongchen shijiazhuang, hebei province, prc. april 23, 2008
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assignment agreement this assignment agreement is entered into this 30th day of august, 2007, by and between : petrosouth energy corporation โ€“ sucursal colombia, ( hereinafter petrosouth ) the colombian branch office of a foreign corporation duly incorporated by public deed no. 00657 or 2007 of notary 35 of bogota, acting herein through its legal representative mr. felipe pimienta barros with c. c. 79. 785. 924 ; and petroleum equipment international ltda. โ€“ pei ltda. ( hereinafter pei ) a colombian company duly incorporated by public deed no. 4. 533 or 1989 of notary 25 of bogota, acting herein through its legal representative mr. omar leal quiroz with c. c. 91. 241. 011. whereas a contract for the exploration and exploitation of the buenavista sector was entered into by tecnicontrol s. a. and pei ( with a joint and several liability by reason of an โ€œ union temporal โ€ agreement - union temporal omega energy ) with the agencia nacional de hidrocarburos ( the anh ) on november 8, 2004 ( the buenavista contract ). the buenavista contract is actually in the third exploration phase, and the actual parties thereto have committed to continue with the exploration obligations under the minimum exploration program at least through the year 2008. under the buenavista contract the bolivar - 1 well was drilled with it a discovery was made causing contractor to apply for an exploitation area and the presentation of a development plan currently under consideration of the anh. bolivar - 1 well is currently producing 19. 1ยฐ api crude at an average monthly rate of approx. 3, 725 bbls, and production is currently being sol domestically. pagina 1 de 12 through successive assigns and changes in ownership the participating interests in the buenavista contract, in front of the anh, today appear to be distributed as follows : tecnicontrol 50 % bohemia 25 % pei 25 % through private agreements to be effective among the parties, the participating interests in the buenavista contract today appear to be : tc oil and services, s. a. ( tcoil ) 50 % quality services and investments โ€“ qsi 12. 5 % pei 37. 5 % on april 20, 2007, tcoil and pei ( as members of the utoe ) have entered into a heads of agreement with the officers of
822
assignment-agreements
exhibit 10. 49 notice and acknowledgement of assignment may 5, 2003 mobile pet systems, inc. 2510 west washington street san diego, ca ladies and gentlemen : this will advise you that we have assigned all our interest in three ( 3 ) separate equipment leases identified as equipment lease no. 4125, lease schedules no. 4125. 01, 4125. 02 and 4125. 03a, all dated as of april 8, 1999 ( collectively, the โ€œ lease โ€ ) between finova capital corporation ( โ€œ lessor โ€ or โ€œ assignor โ€ ) and molecular imaging corporation ( formerly mobile pet systems, inc. ) ( โ€œ lessee โ€ ), and proceeds thereof, to ascendiant pet partners โ€“ i, llc ( โ€œ purchaser โ€ ), and purchaser has agreed to assume such leases. in addition, this letter shall constitute lessee โ€™ s representation, acknowledgment and agreement as to the following : 1. the lease is in full force and effect, and has not been modified, altered or amended and a true and correct copy of the lease is attached hereto. the lease is enforceable against the lessee in all of its terms. 2. there are no offsets or credits against installment payments, or other concessions, nor have payments been prepaid. 3. after payment of the may 1, 2003 rental, there are fourteen ( 14 ) rental payments in the amount of $ 113, 242. 47 remaining. no rents have been prepaid. 4. lessee has no notice of a prior assignment, hypothecation or pledge of payments on the lease. 5. lessee โ€™ s obligations to make payments under the lease are absolute and unconditional and not subject to any deductions, abatement, set - off, defense or counterclaim for any reason whatsoever. 6. without the written consent of purchaser, lessee shall not ( a ) modify, extend or in any manner alter the terms of the lease ; ( b ) pay any other sums becoming due under the terms of the lease more than one month in advance ; ( c ) accept assignor โ€™ s waiver of, or release from the performance of any obligations under the lease. in addition, upon the consummation of the purchase and assignment agreement dated may 5, 2003 between assignor and purchaser ( the โ€œ purchase agreement โ€ ), including the receipt by assignor of the purchase price ( as defined therein
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assignment-agreements
exhibit 10. 26 of mining right assignment contract in qinghai province contract no. : 2005 - 1 assignor : department of land resources of qinghai province assignee : qinghai zhongtian boron lithium mining co. ltd. signing place : department of land resources of qinghai province signing date : january 5, 2005 mining right assignment contract assignor : department of land resources of qinghai province address : no. 24, shengli road, xining city assignee : qinghai zhongtian boron lithium mining co. ltd. address : no. 3, renmin west road, dachaidan, haixi prefecture according to law of the people's republic of china on mineral resources, contract law of the people's republic of china, regulations on mineral resources management in qinghai province and relevant laws and regulations, both parties sign the contract for the principles of equality, voluntariness, honesty and trustworthiness. article i the assignee obtains the mining right of dachaidan lake boron mine ( part of ore section ) through the method of transfer. article ii the mining right is in dachaidan lake, haixi prefecture, qinghai province, the mining area is 35. 6972 square kilometers, the mining depth is from 3147. 37 m to 3134. 37 m and the mining area where the mining right is transferred is delineated by 4 inflection points ( see the copy of mining license ). article iii the term of assignment of mining right is 33 years ( from august 2004 ) and the mining right will be reclaimed by the state upon the expiration. article iv the mining right shall not be transferred without authorization. in case of transfer, it must be approved by registration authority and it can be transferred after handling the transfer procedures in accordance with the law. article v the assignee must pay the fee of mining right on time in accordance with the contract. if the consignee fails to pay the fee of mining right on time within the prescribed time limit, the assignor shall receive 2 โ€ฐ fine for delaying payment of the deferred payment daily from the day of delay. if one of the payment is 3 months overdue, the assignor has the right to terminate the contract, take the mining right back and the assignee shall bear other losses caused by breach of contract. article vi after receiving the mining license, the assignee must mine it by self, shall not contract or transfer
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assignment-agreements
exhibit 10. 8 material terms of agreements summary of deed of assignment pursuant to a public - private partnership ( ppp ) biocrude technologies, inc. government of the autonomous island of grande comore ( moroni ) biocrude technologies, inc. biocrude technologies, inc. government of the autonomous island of grande comore ( moroni ) government of the autonomous island of grande comore ( moroni ) contract summary confidential contract summary contract summary confidential confidential agreement reference : biocrude / mcmuc / autonomous island of grande comore / msw - lc / ca / 2016 / 1 transaction code : bct / mcmuc / moroni / autonomous island of grande comore / 1 agreement reference : biocrude / mcmuc / autonomous island of grande comore / msw - lc / ca / 2016 / 1 transaction code : bct / mcmuc / moroni / autonomous island of grande comore / 1 agreement reference : biocrude / mcmuc / autonomous island of grande comore / msw - lc / ca / 2016 / 1 transaction code : bct / mcmuc / moroni / autonomous island of grande comore / 1 title of agreement ( s ) : deed of assignment pursuant to a public - private partnership ( ppp ) parties : ministere de la production, de l'environnement, de l'energie, de l'industrie et de l'artisanat de l โ€™ union des comores ; ministere des finances, de l โ€™ economie, du budget de l โ€™ investissement et du commerce exterieur charge des privatisations de l โ€™ union des comores ; ( all referred to as โ€œ government โ€ ) & biocrude technologies, inc. ( referred to as โ€œ biocrude โ€ ) title of agreement ( s ) : deed of assignment pursuant to a public - private partnership ( ppp ) title of agreement ( s ) : deed of assignment pursuant to a public - private partnership ( ppp ) parties : ministere de la production, de l'environnement, de l'energie, de l'industrie et de l'artisanat de l โ€™ union des comores ; ministere des finances, de l โ€™ economie, du budget de l โ€™ investissement et du commerce exterieur charge des privatisations de l โ€™ union des como
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assignment-agreements
exhibit 10. 80 confidential treatment requested. confidential portions of this document have been redacted and have been separately filed with the sec. english translation assignment agreement in relation to shareholders โ€™ rights the assignment agreement in relation to shareholders โ€™ rights ( hereinafter referred to as the โ€œ agreement โ€ ) is entered into by and among the following parties on 31 july, 2014 : baina zhiyuan ( beijing ) technology co., ltd. ( hereinafter referred to as โ€œ baina zhiyuan ( beijing ) โ€ ), a wholly foreign - owned limited liability company incorporated in beijing, china, whose registered address is located in south 2 - 1 - 6, block a, # 1 plant, no. 5 a xueyuan road, haidian district, beijing ; yongzhi yang, a citizen of the people โ€™ s republic of china with an id number of * and domiciled at 3 / f, building a2, optics valley financial harbor, no. 77 optics valley avenue, east lake high - tech development zone, wuhan, hubei, china ; beijing gamease age internet technology co., ltd., a limited liability company incorporated in beijing, china, whose registered address is located in 2 / f, side building jingyan hotel, no. 29 shijingshan road, shijingshan district, beijing ( collectively as the โ€œ shareholders โ€ together with yongzhi yang ) ; baina ( wuhan ) information technology co., ltd. ( hereinafter referred to as the โ€œ target company โ€ ), a limited liability company incorporated in wuhan, china, whose registered address is located in 3 / f, building a2, optics valley financial harbor, no. 77 optics valley avenue, east lake high - tech development zone, wuhan, hubei. the parties above are referred to each a โ€œ party โ€ and collectively herein as the โ€œ parties โ€. whereas : 1. yongzhi yang holds 40 % equity of the target company and beijing gamease age internet technology co., ltd. 60 % thereof ; therefore, the shareholders together hold 100 % equity of the target company ; 2. the parties to the agreement have signed the exclusive call option agreement and share pledge agreement on 31 july, 2014 and baina zhiyuan ( beijing ) has signed the exclusive service agreement ( together with the agreement, the exclusive call option agreement and share pledge agreement, collectively as โ€œ structural agreement โ€ ) with the target company on 31 july, 2014 ;
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exhibit 10. 11 assignment agreement this assignment agreement is made as of this 20th day of april 2012, between mr. oscar antonio brito, of legal age, domiciled in the city of miami, ( the โ€œ assignor โ€ ), and urban properties llc, a limited liability company domiciled and existing in accordance to the laws of the state of delaware of the united states of america ( the โ€œ assignee โ€ ), the parties hereto agree as follow : whereas, on february 10, 2012, assignor entered into an shares purchase option ( the โ€œ shares purchase option โ€ ) with mr. alonso francisco van der biest anez and mrs. ana belen espinoza de van der biest, both of legal age, domiciled in the city of caracas, bolivarian republic of venezuela ( the โ€œ sellers โ€ ) ; and whereas, pursuant to the shares purchase option, the sellers agreed to sell to the assignor, and the assignor agreed to purchase, 100 % of the shares of โ€œ promotora alon - bell, ca. โ€, a corporation domiciled and existing in accordance to the laws of the bolivarian republic of venezuela, subject to and in accordance with the terms and conditions contained in that document. this company's by - laws were duly registered on may 10'i, 1994, at the second commercial registry of the judicial circumscription of capital district and miranda state on the bolivarian republic of venezuela, under number 49, volume 35 - a - sndo ; and whereas, pursuant to the shares purchase option agreement, assignor declares having paid the amount of $ 20, 000 ( twenty - thousand us dollars ) towards the price of the purchase. additionally, assignor is obligated to execute payment of $ 100, 000 ( one hundred thousand us dollars ) owed towards the price of the purchase agreement, on or before may 31, 2012. the remaining price of $ 400, 000 shall be the responsibility of assignee. this amount is due to the seller in the shares purchase option agreement on or before july 31, 2012. now, therefore, in consideration of the premises, the parties agree as follows : 2. 3. 4. 5. 6. assignor : 888 brickell key dr, suite 1102, miami, fl 33131 assignee : 888 brickell key dr., suite 1102, miami, fl 33131. / s / oscar brito oscar brit
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exhibit 10. 24 assignment contract for the design, development & production of dietary supplements in athens, on this day, 03 / 10 / 2017, between the following contracting parties : a ) the company under the name โ€œ skypharm wholesaler of medicinal products societe anonyme โ€, headquartered in pylaia thessaloniki, on 5, agiou georgiou str., with tin 800597686, thessaloniki tax office for societes anonymes, and legally represented herein by the managing director, grigorios siokas, hereinafter and for the sake of brevity referred to as โ€œ employer โ€, b ) the company under the name โ€œ docpharma societe anonyme โ€, headquartered in thessaloniki, on 5, agiou georgiou str., zip code 57001, with tin 800620356, thessaloniki tax office for societes anonymes, and legally represented by the managing director, ourania matsouki, hereinafter referred to as โ€œ contractor โ€ the following were stated, agreed and mutually accepted : article 1 : object of the contract 1. 1. the contractor has a complete, integrated industrial unit for the production of pharmaceutical products and dietary supplements, certified according to gmp ( good manufacturing practices ) standards and can develop and produce the products on behalf of the employer. 1. 2. the employer shall have the exclusive rights to market and distribute the supplements, as provided for in this contract, both in the domestic and the international market. 1. 3. the contractor hereby fully undertakes the development and design of at least forty ( 40 ) dietary supplements up to their final product form. these products will be sold in greece and to international companies, either owned by the employer or third parties, as decided. this contract regulates the commercial relations between the contractor and the employer, while the main object of the contract is divided into the phases described below, which remain the same for each new product developed under this contract : a. stage of product design & development 1. 3. 1. phase 1. market & competition research. the contractor undertakes to conduct a competitive analysis study for both the greek and the international market. among other things, the study will describe the target market, its general and specific characteristics, the competitors, competitive products already on the market, as well as the basic assumptions and restrictions, and analysis of samples of competitive products for each product category. 1
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exhibit 10. 1 supplement agreement no. 14 to the general agreement no. ั‚ั€ - 0672 1 ( 2 ) regarding general financial conditions on assignment of receivables ( factoring ) within russia dated september 19, 2012 supplement agreement no. 14 to the general agreement no. ั‚ั€ - 0672 regarding general financial conditions on the assignment of receivables ( factoring ) within russia dated september 19, 2012 st. - petersburg _ _ _ _ _ _ _ _ _ _ _ _ _ may 21, 2014 open joint - stock company alfa - bank ( ogrn 1027700067328 ), herein referred to as the financial agent, [ represented by ] regional director of major corporate businesses of the saint - petersburg branch of ojsc alfa - bank in saint - petersburg mr. sokolov a. g., acting under the power of attorney no. 5 / 1909ะด dated 04 / 29 / 2014, from one side and limited liability company tot money ( ogrn # # # - # # # - # # # # ), herein referred to as the client, represented by general director sbitneva e. i., acting under the charter, from the other side, collectively referred to as the parties, have concluded this supplement agreement to the supplement agreement no. 14 to the general agreement no. ั‚ั€ - 0672 regarding general financial conditions on assignment of receivables ( factoring ) within russia dated september 19, 2012 ( hereinafter โ€“ general agreement ) as follows : 1. the parties have agreed to read provision 1. 1. of the supplement agreement no. 2 dated september 19, 2012 to the general agreement as follows : 1. the parties have agreed to read provision 1. 1. of the supplement agreement no. 2 dated september 19, 2012 to the general agreement as follows : 1. the parties have agreed to read provision 1. 1. of the supplement agreement no. 2 dated september 19, 2012 to the general agreement as follows : ยซ 1. 1. under the concluded general agreement, the client assigns the receivables to the financial agent on payment of goods ( works / services ), the time of compliance for which has not come, as well as receivables, which will accrue in the future, the following contracts with following debtors : name and the details of debtor ( s ) ( full company name, including form
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exhibit 10. 3 [ translated version ] original shanghai assignment agreement for use right of state - owned land ( medical treatment & sanitation ) hu - jia - fang - di ( 2005 ) assignment agreement no. 59 shanghai jiading district housing and land administrative bureau 16 may 2005 1 shanghai assignment agreement for use right of state - owned land assignor : shanghai jiading district housing and land administrative bureau ( hereinafter referred to as โ€œ party a โ€ ) legal representative : xu bing yan assignee : shanghai dean hospital ( hereinafter referred to as โ€œ party b โ€ ) legal representative : eric g. carter this agreement is entered into by and between party a and party b in accordance with law of administration of land of the prc ( hereinafter referred to as โ€œ land law โ€ ), provisional rules for assignment and transfer of the use right of state - owned land in cities and towns of the prc ( hereinafter referred to as โ€œ provisional rules โ€ ), measures concerning assignment of use right of land of shanghai ( hereinafter referred to as โ€œ measures โ€ ) and the official document hu - jia - fu - tu ( 2005 ) no. 86. article 1 party a shall assign to party b on โ€œ as is โ€ basis the land plot which is located to the west of moyu northern road, jiading district, shanghai. the land plot area covers 90711 square meters. the area, location and four direction scope of the land plot are illustrated in the attached drawings, which has been signed and confirmed by both parties. party b obtains the use right for fifty ( 50 ) years to the land plot with a consideration of the price usd 816, 399 ( eight hundred and sixteen thousand three hundred and ninety nine us dollars ) as land premiums for the land use right. party a agrees that party b can pay the land premiums in rmb and the exchange rate between rmb and usd shall be the market exchange rate of rmb at the end of the prior month published by state administration of foreign exchange ( the middle exchange rate of 1usd / rmb ). party b shall pay the land use fee ( rmb 1 yuan per 1 square meter ) to shanghai jiading district housing and land administrative bureau each year during the term of the land use. article 2 party b shall pay usd 200, 000 ( two hundred thousand us dollars ) as the deposit to perform the agreement to shanghai housing and land administrative bureau within thirty (
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( a ) defined terms. the following terms shall have the meaning set forth in this section : ( i ) โ€œ affiliate โ€ shall mean any person or entity controlling, controlled by or under common control with producer. ( ii ) โ€œ allowable deductions โ€ means : ( 1 ) in the case of a smelter or refinery that is an unrelated party of the producer, all direct costs, charges and expenses of the smelter or refinery incurred by the producer for off - site smelting or refining of the product following delivery to the smelter or refinery ( including provisional settlement fees, weighing, sampling, assaying, umpire, insurance and other off - site smelter or refinery deductions ) ; ( 2 ) otherwise, an amount equal to the commercially reasonable costs of a refinery or smelter on an arms length basis for off - site smelting or refining of the product following delivery to the refiner or smelter ( including provisional settlement fees, weighing, sampling, assaying, umpire, insurance and other off - site refiner or smelter deductions ) ; ( 3 ) direct sales, use, and gross receipts taxes, payable by the producer or other operator of the property, that are based directly upon, and assessed against, the value or quantity of product sold or otherwise disposed of from the property ; but excluding any and all taxes based upon the net or gross income of the owner or other operator of the property, the value of the property or the privilege of doing business, and other taxes assessed on a similar basis ; ( 4 ) costs to market the product ; and ( 5 ) to the extent paid by the producer, all costs ( including but not limited to insurance costs ) for transportation of the product to the purchaser of the product. ( iii ) โ€œ business day โ€ means a day banks are open for general banking business in denver, colorado, and tucson, arizona, excluding saturdays, sundays and public holidays. ( iv ) โ€œ copper โ€ means the element copper in whatever form and however contained. ( v ) โ€œ dollars โ€ or โ€œ $ โ€ means the currency of the united states of america. ( vi ) โ€œ governmental authority โ€ shall mean any federal, state or local government, governmental or quasi - governmental agency, district or authority having jurisdiction or authority to regulate or control the property or any part of producer โ€™ s operations in connection with production and sale of minerals. ( vii ) โ€œ law โ€
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exhibit 10. 14 ( b ) schedule of assignments containing provisions set forth in the form of assignment filed as exhibit 10. 14 ( a ) 1. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in hill county, texas. 2. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in johnson county, texas. 3. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in tarrant county, texas. 4. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in somervell county, texas. 5. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in hood county, texas. 6. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in bosque county, texas. 7. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in erath county, texas. exhibit 10. 14 ( b ) schedule of assignments containing provisions set forth in the form of assignment filed as exhibit 10. 14 ( a ) 1. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l. p., assignee, covering easements and rights - of - way located in hill county, texas. 2. assignment dated effective april 30, 2007 from cowtown pipeline partners, l. p., assignor, to cowtown pipeline l
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exhibit 10. 5 execution copy amended and restated agreement and consent to assignment by and among wendy โ€™ s international, inc., davco acquisition holding inc., davco restaurants, inc. and others april 16, 2004 table of contents 1. transactions ; wendy โ€™ s consent 2. certain representations, warranties and covenants 3. control block 4. right of first refusal. 5. consent required 6. indemnification 7. expenditures ; limitations on distributions and payments 8. noncompetition 9. purchase option 10. control of davco restaurants 11. letter of credit 12. certain restaurant covenants 13. additional representations and warranties 14. limitations on granting liens ; indebtedness ; guaranties 15. general release 16. modification of franchise contracts ; breach or default 17. future consents ; follow - on offering 18. offering and prospectus 19. notice 20. limitation of consent 21. notice and approvals of third parties 22. reliance 23. no representations by wendy โ€™ s 24. receipt of circular 25. conflicts 26. governing law 27. jurisdiction ; service of process ; waiver of jury trial 28. severability 29. entire agreement 30. amendment ; waiver i 31. binding nature ; assignment ; third party beneficiaries 32. joint and several ; survival 33. time of essence 34. construction 35. counterparts 36. legal opinions ; deliveries 37. effectiveness 38. continuous disclosure 39. limitation on liability of citicorp. exhibits exhibit a - form of amended and restated certificate of incorporation of davco restaurants exhibit b - form of ltip exhibit c - form of reinvestment plan exhibit d - outstanding obligations exhibit e - description of subordinated notes and guarantees exhibit f - format of standard business plan exhibit g - indebtedness and liens exhibit h - form of general release of all claims exhibit i - forms of legal opinions to be delivered at signing of amended and restated consent to assignment exhibit j - forms of legal opinions to be delivered at transaction closing ii amended and restated agreement and consent to assignment this amended and restated agreement and consent to assignment ( this โ€œ amended consent to assignment โ€ or this โ€œ agreement โ€ ) is made in dublin, ohio, effective as of april 16, 2004, by and among wendy โ€™ s international, inc., an ohio corporation ( โ€œ wendy โ€™ s โ€ ) ; davco acquisition holding inc., a delaware corporation ( โ€œ
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first amendment to assignment agreement this first amendment to assignment agreement ( " amendment1') is ente red into as of october 1, 2012 ( the " effective date " ) by and between 800 commerce inc., a florida company having its principa l place of business at 477 south rosemary avenue suite 203, west palm beach, fl 33401 ( " 800 commerce " ) and payventures llc, a florida company having its principal place of business at 750 park of commerce blvd., suite 310, boca raton, fl 33487 ( " payventures " ). whereas 800 commerce and payventures entered into that certain assignemnt ag reement dated as of august 1, 2012 ( the " agreement " ), and 800 commerce and payventures desire to amend certain terms of the agreement ; now, therefore the parties agree to amend the agreement as follows : 1. incorporation. each capitalized term not otherwise defined in t his amendment will have the definition ascribed to such term in the agreement. except as expressly modified in this a mendment, all terms and provisions of the agreement will remain unchanged and in full force and effect. 2. assignment of merchant accounts. the assignment by payventures of fifty ( 50 % ) of payventures'rights to receive residual pay ments from the tfx merchant account is terminat ed as of the effective date of this amendment. as of the effective date of this amendment, payventures a ssigns to 800 commerce thirty ( 30 % ) percent of payventures'rights to receive residual payments from the s imple mobile merchant ac count, and such account shall henceforth be the ass igned customer under the agreement. payventures shall remain the primary agent of record with all rights to deal with the assigned customer. 3. complete amendment ; modification ; conflicts. the terms and conditions of this second amen d ment represent the entire agreement between 800 commerce and payventures with respect to the matters addressed in this amendment. no deviation from the printed terms of t his amend ment, nor any change or modificatio n of this amendment, will be valid unless the same is in writ ing and duly executed by 800 commer ce and payventures. to the extent a term or condition of this amendment conflicts w ith any term or condit ion of the agreement, the term or condition set forth in this amendment will control.
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assignment whereas, professor fengping shan ph. d., of no. 92 north second road, department of immunology, china medical university, shenyang, liaoning china 110001 ( hereinafter assignor ), is the owner of the entire right, title and interest in and to the following listed patents and / or patent applications ( hereinafter patents ) in china by previous assignments ; 1 ) ๅˆ ๆฒป ใ€ ็š„ cn 200710158742. 7 met - enkephalin, its application in in treating leukemia and other blood cancers ; 2 ) ไบบ ไธญ ็š„ cn 200710051586. 4 met - enkephalin, its application in preparation of human and animal vaccine ; 3 ) ๆœ‰ ็š„ cn 200610046249. 1 a nasal spray formulation containing met enkephalin ; 4 ) ๆ›ฒ ๅˆ ไธญ ็š„, cn 201210290150. 1 low dose naltrexone, combined with menk, its application in preparation of anticancer drug ; 5 ) ๆ›ฒ ๅˆ ็š„ cn 201210302259. 2 low dose naltrexone, combined with menk, its application in preparation of leukophoresis for anticancer ; 6 ) ๅˆ ๆฒป ใ€ ็š„ cn 200810229085. 5 conpound met - enkephalin as a drug for colon cancer and pancreatic cancer using a method of by isolating and enriching a patient's own immune cells and following an enriching external incubation are transfused back into the patient thereby providing the patient with a passive immunity containing large amounts of auto - amplified immune cells that combat cancer cells. ; 7 ) ๅˆ ๆฒป ็š„ cn 200910011030. 1 naltrexone 7 )
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exhibit 2. 01 asset purchase agreement <? xml : namespace prefix = o ns = " urn : schemas - microsoft - com : office : office " / > between omgi sub, llc a florida limited liability company, as buyer and orion marine group, inc., a <? xml : namespace prefix = st1 ns = " urn : schemas - microsoft - com : office : smarttags " / > delaware coporation and subaqueous services, inc. a florida corporation, as seller and lance young, sole shareholder of seller february 29, 2008 article 1.......... definitions..................................................................................... 1 article 2.......... closing............................................................................................. 1 article 3.......... the transaction.......................................................................... 1 3. 1...... assets........................................................................
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exhibit 10. 17 form of assignment of application whereas, i / we, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, hereafter referred to as applicant, have invented certain new and useful improvements in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ for which an application for a united states patent was filed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ application number _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ for which an application for a united states patent was executed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, and whereas, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ here referred to as " assignee " whose mailing address is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ is
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assignment of deposit ( s ) for value received, the undersigned hereby grants a security interest in and right of set - off to, and assigns, transfers, and pledges to jpmorgan chase bank, n. a. ( the " bank " ), its successors and assigns, as security for the indebtedness ( as defined below ), all of the undersigned's right, title and interest in and to the following deposits in the name of the undersigned with the bank, and any renewals thereof, additions thereto and substitutions therefor ( the " deposit ( s ) " ) : nature of deposit ( time, money mkt or cd ) location ( ny, ibf - ny, etc. ) collateral account ( certificate ) no. issue or opening date ( current ) principal amountmmdany101, 621, 300july 30, 2012 $ 70, 408, 959. 60 nature of deposit ( time, money mkt or cd ) location ( ny, ibf - ny, etc. ) collateral account ( certificate ) no. issue or opening date ( current ) principal amountmmdany101, 621, 300july 30, 2012 $ 70, 408, 959. 60 nature of deposit ( time, money mkt or cd ) location ( ny, ibf - ny, etc. ) collateral account ( certificate ) no. issue or opening date ( current ) principal amountmmdany101, 621, 300july 30, 2012 $ 70, 408, 959. 60 nature of deposit ( time, money mkt or cd ) nature of deposit ( time, money mkt or cd ) location ( ny, ibf - ny, etc. ) location ( ny, ibf - ny, etc. ) collateral account ( certificate ) no. collateral account ( certificate ) no. issue or opening date issue or opening date ( current ) principal amount ( current ) principal amount mmda mmda ny ny 101, 621, 300 101, 621, 300 july 30, 2012 july 30, 2012 $ 70, 408, 959. 60 $ 70, 408, 959. 60 together with all monies, proceeds or sums due or to become due thereon or therefrom and all certificates, receipts or other instruments evidencing such deposits. the undersigned agrees to deliver promptly to the bank the originals
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a. if the confidential information was already known by the receiving party at the date of the disclosure by the issuing party ; and b. if the confidential information was already public at the date of the disclosure by the issuing party. a - employees, managers and directors of the receiving party ; b - employees, managers and directors of the affiliate company ; c - any advisor or agent hired by the receiving party or its affiliate company ; d - any bank or financial institution or found entity or an entity that has the intention to invest in the area of the receiving party ; including any consultant of the aforesaid entities ; e - stock exchanges and regulatory authorities of the public stock offering corporations ; or f - judicial or administrative authorities in compliance with applicable legislation or governmental or judicial orders, decrees, dispositions or resolutions. the undersigned shareholders of pluris energy group inc., being all of those shareholders who have signed schedule โ€œ b โ€ attached hereto ( collectively, the โ€œ undersigned โ€ ) computershare trust company of canada, of vancouver, british columbia note : proposed trustee ( the โ€œ trustee โ€ ) ( a ) โ€œ consummation date โ€ shall mean the date under which the contemplated transaction underlying the psa between the issuer and clear s. r. l. has been consummated through the exchange of assets and the consideration being paid for said assets, all as provided in the psa attached hereto as schedule โ€œ a โ€ ; ( b ) โ€œ exchange โ€ shall mean any internationally recognized stock exchange or stock quotation system ; ( c ) โ€œ regulators โ€ shall mean the united states securities and exchange commission and / or any other regulatory body which governs and / or may come to govern the public listing or quotation of the common shares of the issuer. ( a ) 5 % of the shares six months subsequent to the consummation date ; or, subsequent to the 144 hold period restriction being lifted from the shares, whichever is the earlier ; ( b ) 5 % of the shares every month thereafter ; or, subsequent to the 144 hold period restriction being lifted from the shares, whichever is the earlier. per : name : title : executed by _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ) in the presence of : ) ) ) signature ) ) print name ) ) address ) ) ) ) occupation ) executed by _ _ _ _ _ _ _ _ _
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a. geoxplor and flpc are parties to an option agreement dated december 24, 2009 ( the โ€œ original property agreement โ€ ) pursuant to which geoxplor granted flpc an option to acquire a 100 % interest in certain unpatented mining claims in san juan county, utah, more particularly described in exhibit โ€œ a โ€ attached hereto ( the โ€œ property โ€ ) ; b. flpc wishes to transfer its rights in the original property agreement and the property to neca in accordance with the terms of this agreement and to supersede the original property agreement and substitute therefore a new agreement between geoxplor and neca in the form attached hereto as exhibit โ€œ b โ€ ( the โ€œ option agreement โ€ ) ; and c. subject to the completion of the obligations of neca under this agreement, geoxplor and flpc wish to cancel the original property agreement with no further obligations to either party thereunder and substitute therefore the terms of the option agreement which will control the rights between the parties hereto. 1. 1 definitions. in this agreement : ( a ) " mineral exploration and development testing " shall include those activities that neca, in its sole judgment and discretion, may deem advisable for the purpose of ascertaining any facts relating to the occurrence, nature and extent of vanadium & uranium and related vanadium & uranium compounds or mineralization in and under the property and the metallurgical and physical properties of such minerals ; including, but not limited to, surface trenching, excavations, geophysical and geochemical surveys, drilling, the sinking of shafts for bulk sampling, and further including the right to use the surface for access, to place and use facilities on the surface and to use water and other surface resources that may be useful or convenient in connection with such activities. mineral exploration and development testing shall specifically include such testing as may be required for filings with any applicable stock exchange. ( b ) โ€œ shares โ€ means fully paid and non - assessable common shares in the capital of neca, issued pursuant to exemptions from registration and prospectus requirements contained in the united states securities act of 1933 and the rules and regulations promulgated thereunder, which shares shall contain such restrictive legends regarding applicable hold periods as required by such securities laws. ( c ) โ€œ dollar ( s ) โ€ or โ€œ $ โ€ shall mean currency of the united states. 2. 1 neca hereby represents and warrants
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exhibit 10. 7 exhibit 10. 7 exhibit 10. 7 assignment of patent rights for good and valuable consideration, the receipt of which is hereby acknowledged, crossroads systems, inc., a delaware corporation, with a business address located at 11000 north mo - pac expressway, austin, tx 78759 ( โ€œ assignor โ€ ), effective as of july 22, 2013 ( the โ€œ effective date โ€ ), assignor, does hereby sell, assign, transfer, and convey unto kip cr p1 lp ( โ€œ assignee โ€ ), all of assignor โ€™ s right, title, and interest that exist today and may exist in the future in and to any and all of the following ( collectively, the โ€œ patent rights โ€ ) : ( a ) all of the patent applications and patents of assignor, including, without limitation, the patent applications and patents listed in the table below, but excluding the โ€™ 972 patents ( as defined in that certain credit agreement between assignor and assignee dated as of the date hereof ) ( the โ€œ patents โ€ ) ; patent or application no. country filing date ( mm - dd - yyyy ) title of patent and first named inventor 6, 041, 381 us 02 - 05 - 1998 fibre channel to scsi addressing method and system geoffrey b. hoese 6, 138, 161 us 02 - 18 - 1999 method and system for maintaining reserve command relationships in a fibre channel network robert a. reynolds 6, 148, 421 us 05 - 29 - 1998 error detection and recovery for sequential access devices in a fibre channel protocol geoffrey b. hoese 6, 151, 331 us 09 - 23 - 1998 system and method for providing a proxy farp for legacy storage devices stephen k. wilson 6, 199, 112 us 09 - 23 - 1998 system and method for resolving fibre channel device addresses on a network using the device's fully qualified domain name stephen k. wilson 6, 205, 141 us 06 - 30 - 1999 method and system for un - tagged command queuing keith m. arroyo 6, 314, 488 us 05 - 12 - 1998 system for segmenting a fibre channel arbitrated loop to a plurality of logical sub - loops using segementation router as a master to cause the segmentation of physical addresses brian r. smith 6, 341, 315 us 02 - 26 - 1999 streaming method and system for fibre channel network devices keith m. arroyo 6, 392, 570 us 09
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exhibit 10. 1 assignment & delegation of administrative services agreements, underwiting agreements, and selling agreements between alfs, inc. and allstate life insurance company, allstate life insurance company of new york, charter national life insurance company, intramerica life insurance company, allstate distributors, llc, allstate financial services, llc & lincoln benefit life company, this agreement ( hereinafter โ€œ agreement โ€ ) entered into this 1st day of september, 2011 between alfs, inc. ( hereinafter โ€œ alfs โ€ ) and allstate life insurance company ( hereinafter โ€œ alic โ€ ), allstate life insurance company of new york ( hereinafter โ€œ alny โ€ ), allstate distributors, llc ( hereinafter โ€œ adllc โ€ ), charter national life insurance company ( hereinafter โ€œ charter โ€ ), intramerica life insurance company ( hereinafter โ€œ intramerica โ€ ), allstate financial services, llc ( hereinafter โ€œ afs โ€ ) and lincoln benefit life company ( hereinafter โ€œ lbl โ€ ). collectively, alfs, alic, alny, adllc, charter, intramerica, afs, and lbl shall be referenced herein as โ€œ the parties. โ€ whereas, alic has decided, in order to streamline corporate structure, enhance administrative simplicity, and better reflect alic โ€™ s business strategy, to merge alfs into adllc on or about april 29, 2011 ; and whereas, both alfs and adllc are registered broker - dealers subject to the jurisdiction of the financial industry regulatory authority ( โ€œ finra โ€ ) ; and whereas, the merger must be submitted for review to finra ; and whereas, the parties have previously entered into various administrative service agreements, principal underwriting agreements, selling agreements, information sharing, and wholesaling agreements ( collectively โ€œ agreements โ€ ) ; and whereas, the parties agree that alfs should assign alfs โ€™ rights and delegate alfs โ€™ duties to adllc under the agreements ; and whereas, adllc agrees to accept assignment of alfs โ€™ rights and duties to adllc under the agreements ; and exhibit 10. 1 assignment & delegation of administrative services agreements, underwiting agreements, and selling agreements between alfs, inc. and allstate life insurance company, allstate life insurance company of new
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exhibit 10. 1 international assignment letter december 18, 2012 mr. david w. keck 11754 windemere dr missoula, mt 59804 dear david, this letter ( referred to as the โ€œ assignment letter โ€ ) outlines the terms and conditions of your international assignment ( the โ€œ international assignment โ€ ) pursuant to which you are to be seconded to gt advanced technologies limited, a subsidiary of gtat corporation ( collectively, โ€œ gtat โ€ ). this assignment letter, together with any additional documents, agreements or provisions that may be referenced herein, including your employment agreement with gtat, constitutes the entire understanding of your international assignment in hong kong. if questions should arise concerning any provision listed in this assignment letter or any subsequent revisions to policies applicable to employees on international assignment, you are urged to consult with your contacts for human resources matters : ada lui and pat moquin. please note that the terms and content of this assignment letter are confidential and may not be directly or indirectly disclosed by you to any other party other than your direct manager, family or legal representation ( as may be applicable ). gtat will not guarantee the term of any international assignment. your international assignment and overall employment with gtat will continue as long as mutually acceptable. the terms and conditions of this assignment letter will be governed by the laws of the state of montana, usa. this assignment letter does not create a contract of employment between you and gtat for any specified period. your employment with gtat shall continue to be subject to the terms and conditions of your employment agreement. effective date of assignment : january 1, 2013 title : executive vice president and general manager polysilicon and photovoltaic equipment assignment location : hong kong reporting : directly to dan squiller, president crystal growth systems and worldwide operations expected international assignment term : three ( 3 ) years beginning on effective date exhibit 10. 1 international assignment letter december 18, 2012 mr. david w. keck 11754 windemere dr missoula, mt 59804 dear david, this letter ( referred to as the โ€œ assignment letter โ€ ) outlines the terms and conditions of your international assignment ( the โ€œ international assignment โ€ ) pursuant to which you are to be seconded to gt advanced technologies limited, a subsidiary of gtat corporation ( collectively, โ€œ gtat โ€ ). this assignment letter, together with any additional documents, agreements or provisions that may be referenced herein, including your employment agreement with gtat, constitutes the
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exhibit 2. 2 dated september 17, 2008 assignment agreement between petrol ofisi as petrol ofisi arama uretim sanayi ve ticaret anonim sirketi and toreador turkey limited toreador turkey limited, ankara turkey branch toreador resources corporation this assignment agreement ( โ€œ agreement โ€ ) is made on september 17, 2008 in istanbul. between 1. toreador turkey limited, a company established and operating under the laws of cayman islands, with registered office at m & c corporate services limited, po box 309gt, ugland house, south church street, george town, grand cayman, cayman islands, duly represented for the signature of this present by mr. roy barker ; 2. toreador turkey limited, ankara turkey branch, a branch office established and operating under the laws of turkey, with registered office in cinnah caddesi goreme sokak no : 1 / 3 kavaklฤฑdere, ankara, turkey duly represented for the signature of this present by mr. roy a. barker ; toreador turkey limited and toreador turkey limited, ankara turkey branch shall be hereinafter individually or collectively referred to as โ€œ assignor โ€. 3. toreador resources corporation, a company existing under the laws of delaware, usa having its registered address at 13760 noel road, 1100 dallas texas, 75240. and 4. petrol ofisi a. s., a company established and operating under the laws of turkey, with registered office in eski buyukdere caddesi no. 33 / 37 34398 maslak, istanbul, turkey, duly represented by the signature of mr. melih turker and mr. ogeday cagatay ; 5. petrol ofisi arama uretim sanayi ve ticaret anonim sirketi, a company established and operating under the laws of turkey, with registered office in eski buyukdere caddesi no. 33 / 37 34398 maslak, istanbul, turkey, duly represented by the signature of mr. tayfun sumer or mr. gerald r. winkler ; and a subsidiary of petrol ofisi as. petrol ofisi as shall be hereinafter referred to as โ€œ parent โ€ and petrol ofisi arama uretim sanayi ve ticaret anonim sirketi shall be hereinafter referred to as โ€œ assignee โ€. the assignee, parent,
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exhibit 10. 1 purchase, sale and assignment agreement dated november 15, 2007 among the sellers named herein, blitz f07 - dreihundert - vierzehn gmbh ( in future : dynaenergetics holding gmbh ) as purchaser, and dynamic materials corporation for the purchase of all of the shares of dynaenergetics beteiligungs - gmbh and interests in dynaenergetics gmbh & co. kg exhibit 10. 1 purchase, sale and assignment agreement dated november 15, 2007 among the sellers named herein, blitz f07 - dreihundert - vierzehn gmbh ( in future : dynaenergetics holding gmbh ) as purchaser, and dynamic materials corporation for the purchase of all of the shares of dynaenergetics beteiligungs - gmbh and interests in dynaenergetics gmbh & co. kg [ the agreement was executed by notarial deed executed by the parties to the agreement and stephen cueni, notary public, in basel switzerland on 15 november 2007. the notarial deed has been omitted. ] i table of contents recitals 1 sec. 1. defined terms 6 sec. 2. sale, purchase and assignment 6 sec. 3. purchase price ; payment 8 sec. 4. sellers โ€™ guaranties 10 sec. 5. remedies for breach of seller โ€™ s guaranties 37 sec. 6. environmental matters 42 sec. 7. taxes 43 sec. 8. further actions and obligations 43 sec. 9. indemnification for sole operating and retransfer obligation 44 sec. 10. covenants 46 sec. 11. non - competition clause 48 sec. 12. confidentiality / press releases 50 sec. 13. costs and taxes 50 sec. 14. miscellaneous 50 recitals recitals 1 1 sec. 1. defined terms sec. 1. defined terms 6 6 sec. 2. sale, purchase and assignment sec. 2. sale, purchase and assignment 6 6 sec. 3. purchase price ; payment sec. 3. purchase price ; payment 8 8 sec. 4. sellers โ€™ guaranties sec. 4. sellers โ€™ guaranties 10 10 sec. 5. remedies for breach of seller โ€™ s guaranties sec. 5. remedies for breach of seller โ€™ s guaranties 37 37 sec. 6. environmental matters sec. 6. environmental matters 42 42 sec. 7.
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registered scoutsync client scoutbuilder e - mobile enterpriseisp scoutsync 4. 1 fusion 1. 2 fusion 1. 0 fusion 1. 1 common law scoutweb
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assignment-agreements
independent contractor, non - disclosure, and invention assignment agreement this independent contractor non - disclosure and invention assignment agreement ( the โ€œ agreement โ€ ) is effective as of may 6, 2013, and entered into by and between capital group holdings, inc., a minnesota corporation, with address at 16624 north 90th street, suite 200, scottsdale, az 85260, and tailor made business solutions, pllc _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ full name of independent contractor ( โ€œ contractor โ€ ) [ redacted ] _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ address of independent contractor chief financial officer services _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ describe services to be provided in consideration of our work as an independent contractor or the continuation of our work as an independent contractor ( it being understood that this agreement does not itself give contractor rights to work or continued work ) for capital group holdings, inc., a minnesota corporation, or any of its predecessors, successors, assigns, affiliates or subsidiary companies ( each hereinafter referred to as the โ€œ company โ€ ), contractor agrees as follows : i. independent contractor. a. contractor agrees to be compensated by the company as follows : i. fee the company will pay contractor $ 150, 000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the ceo and coo of the company during the term of this contract.
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assignment-agreements
exhibit 10. 35 assignment agreement this assignment agreement ( the โ€œ agreement โ€ ) is made and entered into as of this 26th day of march, 2009 by and between super vision international, inc., a delaware corporation ( the โ€œ assignor โ€ ), n / k / a nexxus lighting, inc., a delaware corporation, and b & m kingstone, llc, a nevada limited liability corporation ( the โ€œ assignee โ€ ). the parties hereby agree as follows : 1. assignment of judgment. in return for the sum of $ 50, 000. 00 and the other consideration recited herein, assignor shall assign to assignee that certain final judgment in the case styled super vision international, inc. v. jack caruso et. al., orange county circuit court case no. ci - 99 - 9392, and for which the final judgment ( the โ€œ judgment โ€ ) was recorded in official records book 06965, pages 0753 - 0760 of the public records of orange county, florida. assignment shall take place via that certain assignment of judgment ( the โ€œ assignment โ€ ) attached hereto and by this reference incorporated herein. 2. collection activities. assignee shall have all rights assignor has to collect any and all amounts owed to assignor as a result of the judgment from any and all parties named as a defendant therein ( โ€œ judgment amounts โ€ ). in seeking collection of judgment amounts ( โ€œ collection activities โ€ ), assignee may use both personal funds and funds secured from third parties ; however, assignee may not seek contribution from assignor as assignor retains neither a duty nor a right to seek payment of the judgment as a result of the assignment. 3. responsibilities of parties. assignee shall bear full responsibility for all collection activities. assignor is not required to assist assignee in his collection activities. any requests for assistance made to assignor may be denied in assignor โ€™ s sole and complete discretion. 4. judgment amounts collected. any judgment amounts collected shall first be used to reimburse assignee ( the โ€œ reimbursable costs โ€ ) for the funds that assignee expends during collection activities, provided assignee maintains verifiable records indicating the amount of funds expended. such reimbursable costs shall include attorneys fees whether contingent or hourly, investigative costs, travel expenses incurred in connection with collection activity, and all other out of pocket expenses incurred in connection with assignee โ€™ s
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assignment-agreements
exhibit 10. 2 assignment of interest whereas, w. keith r. watson, a citizen of united kingdom residing in rosarito beach, baja california, mexico, has developed a new molecule, employing combinations of fluorochemicals with suitable emulsifying agents, that is stable at room temperatures and possesses enhanced oxygen carrying capacity and overcomes the toxic reaction problem in the use of synthetic phospholipids in substitute blood when fluorochemicals are used, therefore making it useful in the synthesis of artificial blood, and whereas, this new molecule is being readied for patent application in mexico, the united states, and world wide, therefore be it resolved that, i do hereby assign to sinequonan corporation of new jersey, all interests, rights, and ownership of this new molecule, and all improvements made thereon, for twelve million six hundred & eighty thousand ( 12, 680, 000 ) shares of the stock of sinequonan corp., or not less that seventy - two ( 72 % ) per cent of the issued and outstanding stock after the above 12, 680, 000 shares are issued. executed this 19th day of september, 1990, in rosarito beach, baja california, mexico. witness : / s / signed : / s / robert larson w. keith r. watson
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assignment-agreements
exhibit 2. 1 assignment of intellectual property with license and sub - license by and between joseph a. ioia as assignor, licensee, and sub - licensor and glyeco acquisition corp # 4 as assignee prepared by : douglas j. ehrenworth, esquire spector & ehrenworth, p. c. 30 columbia turnpike, suite 202 florham park, new jersey # # # - # # # - # # # # www. selawfirm. com 973 # # # - # # # - # # # # / fax # # # - # # # - # # # # e - mail : * * * @ * * * prepared by : douglas j. ehrenworth, esquire spector & ehrenworth, p. c. 30 columbia turnpike, suite 202 florham park, new jersey # # # - # # # - # # # # www. selawfirm. com 973 # # # - # # # - # # # # / fax # # # - # # # - # # # # e - mail : * * * @ * * * prepared by : douglas j. ehrenworth, esquire spector & ehrenworth, p. c. 30 columbia turnpike, suite 202 florham park, new jersey # # # - # # # - # # # # www. selawfirm. com 973 # # # - # # # - # # # # / fax # # # - # # # - # # # # e - mail : * * * @ * * * 1 this assignment of intellectual property ( the โ€œ ip assignment โ€ ) is made and entered into on december 10, 2012 ( the โ€œ effective date โ€ ), by and among joseph a. ioia, a new jersey resident having a principal place of business at 229 arlington avenue, staten island, new york 10303 ( โ€œ ioia โ€ or the โ€œ assignor โ€ ), and glyeco acquisition corp. # 4, an arizona corporation located at 4802 east ray road, # 23 - 196, phoenix, arizona 85044 ( โ€œ gac # 4 โ€ or the โ€œ assignee โ€ ) ( ioia and gac # 4 each being a โ€œ party โ€ and together being the โ€œ parties โ€ ). 2 r e c i t a l s 2 r e c i t a l s
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assignment-agreements
exhibit 10. 10 deed of trust, assignment of leases and rents and security agreement and fixture filing ( collateral includes fixtures ) wake forest apartments llc, a delaware limited liability company, grantor to the fidelity company, a north carolina corporation, trustee for the benefit of new york life insurance company, beneficiary dated as of : january 21, 2014 premises : estates at wake forest apartments 1524 woodfield creek drive, wake forest, north carolina 27587 drafted by and record and return to : womble carlyle sandridge & rice, llp one west fourth street winston - salem, nc 27101 attn : hardin g. halsey, esq. wcsr 31792892 deed of trustloan no. 374 - 0551 wcsr 31792892 deed of trustloan no. 374 - 0551 wcsr 31792892 deed of trustloan no. 374 - 0551 table of contents deed of trust, assignment of leases and rents and security agreement and fixture filing 1 granting clauses 1 definitions and interpretation 5 article i covenants and agreements 10 1. 01 payment, performance and security 10 1. 02 payment of taxes, assessments, etc. 10 a. impositions 10 b. installments 11 c. receipts 11 d. evidence of payment 11 e. payment by beneficiary 11 f. change in law 11 g. joint assessment 12 h. permitted contests 12 i. no lease default 12 1. 03 insurance 13 a. all risk coverage 13 b. additional coverage 13 c. separate insurance 14 d. insurers ; policies 14 e. beneficiary's right to secure coverage 15 f. damage or destruction 15 g. transfer of interest in policies 16 h. grantor's use of proceeds 16 1. 04 escrow payments 18 1. 05 care and use of the premises 18 a. maintenance and repairs 18 deed of trust, assignment of leases and rents and security agreement and fixture filing 1 deed of trust, assignment of leases and rents and security agreement and fixture filing 1 granting clauses 1 granting clauses 1 definitions and interpretation 5 definitions and interpretation 5 article i covenants and agreements 10 article i covenants and agreements 10 1. 01 payment, performance and security 10 1. 01 payment, performance and security 10 1. 02 payment of taxes, assessments, etc. 10 1. 02 payment of taxes, assessments, etc. 10 a. impositions 10 a. imposition
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assignment-agreements
exhibit 10. 1 translation from french - for information only amendment nยฐ 1 to the agreement for assignment of receivables nยฐ among : essex nexans europe, a french simplified stock company ( โ€œ societe par action simplifiee โ€ ), the share capital of which is eur 40 930 000, registered with the registry of commerce and companies ( โ€œ registre du commerce et des societes โ€ - rcs ) of compiegne b 440 088 110, the registered office of which is located in compiegne ( 60 200 ), rue jean monnet โ€“ l โ€™ europeen, parc tertiaire de la croix, and hereinafter called the โ€œ company โ€ together with essex nexans, a french simplified stock company ( โ€œ societe par action simplifiee โ€ ), the share capital of which is eur 14, 000, 000, registered with the registry of commerce and companies ( โ€œ registre du commerce et des societes โ€ - rcs ) of compiegne b 444 684 549, the registered office of which is located in compiegne ( 60 200 ), rue jean monnet โ€“ l โ€™ europeen, parc tertiaire de la croix, and hereinafter called โ€œ participant a โ€ essex nexans l + k gmbh, a german company the share capital of which is eur 25, 000, the registered office of which is located at engterstrasse 34, 49565 bramsche โ€“ germany, registered with section b of the commercial registry of osnabruck under nยฐ 21732, and hereinafter called โ€œ participant b โ€ essex nexans uk, the head office of which is located at ellis ashton park, liverpool, l36 6bw - england, registration nยฐ 03512877, and hereinafter called โ€œ participant c โ€, and : compagnie generale d โ€™ affacturage, a french corporation ( sa โ€“ โ€œ societe anonyme โ€ ), the share capital of which is eur 14, 400, 000, registered with the registry of commerce and companies ( โ€œ registre du commerce et des societes โ€ - rcs ) of bobigny b 702 016 312, the registered office of which is located in saint denis ( 93200 ), 3 rue francis de pressense, hereinafter called โ€œ cga โ€, recitals : the parties hereby agree
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assignment-agreements
exhibit 10. 4. 7 execution copy portland natural gas transmission system partnership assignment and assumption of partnership interest and amendment number 7 of the pngts partnership agreement this assignment and assumption of partnership interest and amendment number 7 of the pngts partnership agreement made this 28th day of june, 2001 ( this โ€œ assignment โ€ ), is by and among pngts holding corp. ( formerly known as ni energy services development corp ), an indiana corporation ( โ€œ holding corp. โ€ ), natural gas development, inc., a massachusetts corporation ( โ€œ ngdi โ€ ) and select energy portland pipeline, inc., a connecticut corporation ( โ€œ seppi โ€ and together with ngdi and holding corp., collectively, the โ€œ assignors โ€ ), mcnic east coast pipeline company ( โ€œ mcn โ€ ), el paso energy portland corporation ( โ€œ el paso โ€ ), tcpl portland inc ( โ€œ tcpl โ€ ) and northern new england investment company, inc. ( โ€œ gaz met โ€ and together with tcpl and el paso, collectively, the โ€œ assignees โ€ ) and portland natural gas transmission system, a maine general partnership ( โ€œ pngts โ€ or the โ€œ partnership โ€ ). recitals whereas, each of holding corp and ngdi is the owner of a 9. 53 % percentage interest in the partnership and seppi is the owner of a 5 % percentage interest in the partnership and each is a party to the portland natural gas transmission system amended and restated partnership agreement dated as of march 1, 1996, as amended by first amendment dated as of may 23, 1996 and as further amended by amendment number 2, dated as of october 23, 1996, amendment number 3, dated as of march 17, 1998, amendment number 4, dated as of march 31, 1998, amendment number 5, dated as of september 30, 1998, and amendment number 6, dated as of june 4, 1999 ( as amended and as it may be amended from time to time, the โ€œ partnership agreement โ€ ), by and among mcn, assignors and assignees ( collectively, the โ€œ partners โ€ ), pursuant to which the partners agreed, among other things, to continue pngts as a maine general partnership, to construct and operate a natural gas pipeline from the u. s. / canadian border in new hampshire to the vicinities of haverhill and dracut, massachusetts, known as the portland natural gas transmission system ; whereas, holding corp. desires to sell
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assignment-agreements
december 19, 2022 mr. frederick crawford 1201 front avenue, unit 503 columbus, ga 31901 dear fred, this correspondence summarizes the terms and conditions associated with your extended business travel next year. you will be working in the aflac life insurance japan, ltd. ( " aflac japan " ) office in tokyo, japan. as discussed in further detail below, while in japan, you will continue to serve in your current role as president and chief operating officer of aflac incorporated ( " aflac inc. " or the " company " ). to that end, while working in japan, you will be expected to curtail and delegate your responsibilities related to the management and oversight of aflac inc. your employment agreement with aflac inc., dated june 15, 2015 ( as amended ), will remain in full force and effect ; provided, to the extent any provision in this agreement is inconsistent with the terms of your employment agreement, the terms of this agreement will control but only with respect to, and during the period of, your extended business travel in japan. the terms associated with your extended business travel to japan are set forth below as follows. location and time period : you will be working in the aflac japan office for less than one ( 1 ) year beginning upon approval of the certificate of eligibility ( coe ) and ending on december 30, 2023. the coe is expected to be approved in january 2023. we have agreed that you will spend approximately 60 % of your time working in japan and the remainder of your time will be spent in the u. s. compensation : your salary will be $ 997, 500 per year, subject to adjustment based on periodic market studies. you will be paid via the us payroll where you will receive your salary in u. s. dollars, from which all u. s. deductions ( including federal and state taxes, applicable 401 ( k ) contributions, and medical and other insurance premiums ) will be withheld. all other forms of compensation will remain consistent with the terms of your employment agreement. income taxes : in an effort to minimize any additional tax burdens associated with your extended business travel to japan, you will be eligible to participate in aflac inc. โ€™ s tax equalization policy. you, and not aflac, are primarily responsible for meeting your tax compliance obligations in a complete and timely manner in the united states and japan. aflac inc. will support your meeting your compliance obligations
854
assignment-agreements
exhibit 10. 1 assignment, assumption and option agreement this assignment, assumption and option agreement ( " agreement " ) dated the 7th day of october, 2016, by and between boreal water collection, inc., 4496 route 42, p. o. box 220, kiamesha lake, ny 12751 ( " boreal " ) and catskill springs llc, 880 hillsborough boulevard, hillsborough, california 94010 ( " catskill " ). witnesseth whereas, boreal is the contract vendee of a contract of sale entered into by bb development xxviii llc, as seller, and heather tilton, as purchaser, dated december 2, 2015 ( the " contract " ) for the purchase of real property ( together with the artesian springs and associated existing facilities thereon ), also known as shandalee road, livingston manor, new york, being more particularly described as town of callicoon tax map parcel nos. 4 - 1 - 11. 1 and 14. 1 ( the " property " ), which contract was assumed by boreal in connection with the exercise of its right of first refusal as contained in an agreement between leisure time spring water, inc., alpine farms, inc. and andrew krieger and suri levow krieger dated november 1, 1995 and a copy of which is attached as exhibit a ( the " november 1, 1995 agreement " ), as the same has been amended from time to time, and whereas, boreal desires to assign the contract to catskill, and whereas, catskill desires to assume the contract, and whereas, pursuant to the november 1, 1995 agreement, leisure time spring water, inc. obtained the rights to draw water from the artisan springs and utilized an existing spring water collection facility located on the property, pursuant to the terms and provisions of such november 1, 1995 agreement, and whereas, the terms and provisions of the november 1, 1995 agreement between leisure time spring water, inc. and alpine farms, inc. were modified by agreement of modification dated april 25, 2000 and a copy of which is attached as exhibit b ( the " april 25, 2000 modification agreement " ), and whereas, boreal is the successor, assignee and official legal representative of leisure time spring water, inc. and assumed the rights and obligations of leisure time spring water, inc., pursuant to the november 1, 1995 agreement and the april 25, 2000 modification agreement, and whereas,
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assignment-agreements
assignee : pediatrx, inc. by : / s / david l. tousley name : david l. tousley title : treasurer and secretary assignor : cypress pharmaceuticals, inc. by : / s / max draughn max draughn chief executive officer / s / david l. tousley / s / max draughn
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assignment-agreements
exhibit 10. 11 assignment of intellectual property this assignment made effective and executed as of the 28th day of october, 2015 ( the โ€œ effective date โ€ ). among : dr. sazzad hossain, richmond, bc # 108 - 8611 ackroyd road. v6x3p4 ( the โ€œ assignor โ€ ) dr. sazzad hossain, richmond, bc ( the โ€œ assignor โ€ ) and : inmed pharmaceuticals inc., 409 granville st, vancouver bc, v6c 1a0 ( the โ€œ assignee โ€ ) in this assignment, the term โ€œ intellectual property โ€ is used in its broadest sense and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, creation or publication, regardless of the form or medium in which the knowledge is embodied in respect of the intellectual property ( the โ€œ ip โ€ ) described in schedule โ€œ a โ€. in addition, โ€œ intellectual property โ€ include, in respect of the ip described in schedule โ€œ a โ€, the following : a. knowledge and its embodiments include : a. knowledge and its embodiments include : a. knowledge and its embodiments include : i. technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, knowhow, concepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models ; and i. technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, knowhow, concepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models ; and i. technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, knowhow, concepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models ; and ii. business information including data, databases, business models, market research and forecasts, and customer lists ; ii. business information including data, databases, business models, market research and forecasts, and customer lists ; ii. business information including data, databases, business models, market research and forecast
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assignment-agreements
discovery, inc. international relocation benefits long โ€ term assignment guidelines effective january 1, 2022 long โ€ term assignment1 long โ€ term assignment1 long โ€ term assignment long โ€ term assignment long โ€ term assignment 1 1 1 core benefits include : long โ€ term assignment2 long โ€ term assignment2 long โ€ term assignment long โ€ term assignment long โ€ term assignment 2 2 2 immigrationeligible dependents may accompany youtransportation to and from destination & excess baggage โ€ home leave allowance & emergency leave availableshipment of goods ( air and surface shipments ) โ€ shipment of household goods or a furniture allowancecorporate housing โ€ furnished accommodation upon arrival for 30 dayshousing differential โ€ compensation for the difference between home and host locationscost of living differential โ€ compensation for the difference between home and host for basics like meals, incidentals, local transportation, utilitiesdestination services โ€ including help setting up your life : finding a home, schools and even the little things like getting your mail forwarded! meamiscellaneous expense allowance ( mea ) โ€ fixed lump sum to help defray expenses outside the relocation packagerepatriation โ€ do it again, only in reverse! tax counseling, tax services & tax assistance โ€ limited to assignment โ€ related compensation and benefits onlyflex benefits availablesuch as : pre โ€ acceptance and home finding tripstuition differential to help cover the costs of local schoolslanguage and cultural trainingspousal assistance immigrationeligible dependents may accompany youtransportation to and from destination & excess baggage โ€ home leave allowance & emergency leave availableshipment of goods ( air and surface shipments ) โ€ shipment of household goods or a furniture allowancecorporate housing โ€ furnished accommodation upon arrival for 30 dayshousing differential โ€ compensation for the difference between home and host locationscost of living differential โ€ compensation for the difference between home and host for basics like meals, incidentals, local transportation, utilitiesdestination services โ€ including help setting up your life : finding a home, schools and even the little things like getting your mail forwarded! meamiscellaneous expense allowance ( mea ) โ€ fixed lump sum to help defray expenses outside the relocation packagerepatriation โ€ do it again, only in reverse! tax counseling, tax services & tax assistance โ€ limited to assignment โ€ related compensation and benefits onlyflex benefits availablesuch as : pre โ€ acceptance and home finding tripstuition differential to help cover the costs of local schools
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assignment-agreements
debt assignment date : 1 july 2013 between federal mining resources limited ( โ€œ assignor โ€ ) located at suite 4703, central plaza, 18 harbour road, wanchai, hong kong and gold billion global limited ( โ€œ assignee โ€ ) located at unit 1503, 15 / f., the phoenix, 21 - 25 luard road, wanchai, hong kong in consideration of the payment of us $ 1 paid by the assignee, the receipt of which is hereby acknowledged, the assignor now assigns to the assignee the sum of money in the amount of us dollars three hundred nine thousand three hundred thirty one and cents ninety two only ( us $ 309, 331. 92 ), now due to the assignee from champmark sdn bhd ( โ€œ debtor โ€ ), under the financing obligation from the assignor to the debtor from time to time. the assignee is authorized to perform all necessary acts to collect the sum of money. both parties have carefully reviewed this agreement, agreed to and accept all of its terms and conditions. this agreement is executed as of the effective date above. federal mining resources limited gold billion global limited / s / andy kui shing lai / s / ming ding wu andy kui shing lai ming ding wu director director debt assignment date : 1 july 2013 between federal mining resources limited ( โ€œ assignor โ€ ) located at suite 4703, central plaza, 18 harbour road, wanchai, hong kong and gold billion global limited ( โ€œ assignee โ€ ) located at unit 1503, 15 / f., the phoenix, 21 - 25 luard road, wanchai, hong kong in consideration of the payment of us $ 1 paid by the assignee, the receipt of which is hereby acknowledged, the assignor now assigns to the assignee the sum of money in the amount of us dollars three hundred nine thousand three hundred thirty one and cents ninety two only ( us $ 309, 331. 92 ), now due to the assignee from champmark sdn bhd ( โ€œ debtor โ€ ), under the financing obligation from the assignor to the debtor from time to time. the assignee is authorized to perform all necessary acts to collect the sum of money. both parties have carefully reviewed this agreement, agreed to and accept all of its terms and conditions. this agreement is executed as of the effective date above. federal mining resources limited gold billion global limited / s / andy kui shing lai /
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assignment-agreements
exhibit 10 ( o ) ( i ) 2009 amendment to amended assignment agreement between timothy fenton and the company effective january 1, 2009, consistent with an amendment to the company โ€™ s expatriate policy, mr. fenton will no longer be required to make a housing contribution during his assignment. further, the expatriate policy provides that mr. fenton shall receive a home leave allowance equal to two round - trip business class airfares per year between hong kong and south carolina for himself and each of his eligible family members ; however, for 2009 only, mr. fenton โ€™ s home leave allowance shall be calculated based upon first class airfare.
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assignment-agreements
english translation of patent assignment agreement preamble whereas, the assignor ( beijing huiyuan duoyuan digital technology institute ) owns the patent for a device for automatic, quick clearing of printing press ink system with the following details : its patent number being 00254747. 3, its publication number being hao cn # # # - # # # - # # # #, its application date being september 25 2001, and its duration being 10 years ; whereas, the assignee ( duoyuan digital printing technology industries ( china ) co. ltd ) has knowledge of the aforementioned patent and desires to obtain such patent ; and whereas, the assignor agrees to assign such patent to the assignee ; both parties hereby agree to enter into the following agreement : article 1 materials to be delivered from the assignor to the assignee 1. all the materials submitted to china patent office ( " cpo " ) for patent application, including specifications, claims of the investor โ€™ s patent right, appended drawings, abstracts and appended drawings, written requests, agent entrustment letter, etc. 1. all the materials submitted to china patent office ( " cpo " ) for patent application, including specifications, claims of the investor โ€™ s patent right, appended drawings, abstracts and appended drawings, written requests, agent entrustment letter, etc. 1. 2. all the documents issued by the cpo to the assignor, including the acceptance notice, intermediary documents, authorization decision, patent certificate, etc. 2. all the documents issued by the cpo to the assignor, including the acceptance notice, intermediary documents, authorization decision, patent certificate, etc. 2. 3. proof issued by cpo regarding the validity of the subject patent, i. e., evidence on the latest payment of annual fee for such patent. 3. proof issued by cpo regarding the validity of the subject patent, i. e., evidence on the latest payment of annual fee for such patent. 3. article 2 time, place and method of delivery 1. time of delivery 1. time of delivery 1. after the effectiveness of this agreement, the assignor shall deliver all the materials stipulated in article 1 herein to the assignee on the day the assignee pays up the assignment fee to the assignor. 2. place and method of delivery 2. place and method of delivery 2. the assignor shall deliver all the aforementioned materials to the assignee
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assignment-agreements
exhibit 10. 1 dated 2014 ( 1 ) dimitry genkin and ( 2 ) fds pharma and ( 3 ) lipoxen technologies limited and ( 4 ) xenetic biosciences inc intellectual property assignment keystone law 53 davies street, london w1k 5jh dx : 2307 victoria telephone : 020 7152 6550 fax : 0845 # # # - # # # - # # # # * * * @ * * * www. keystonelaw. co. uk 1 1 1 this deed is dated 2014 parties ( 1 ) dmitry genkin a citizen of the russian federation with an address of ( " the first assignor " ) ; ( 1 ) dmitry genkin a citizen of the russian federation with an address of ( " the first assignor " ) ; ( 1 ) dmitry genkin a citizen of the russian federation with an address of ( " the first assignor " ) ; ( 2 ) fds pharma a limited partnership formed under the laws of england and wales with limited partnership number lp005073 whose registered office is at 82 st john street, london, ec1m 4jn ( the " second assignor " / " fds " ) ( 2 ) fds pharma a limited partnership formed under the laws of england and wales with limited partnership number lp005073 whose registered office is at 82 st john street, london, ec1m 4jn ( the " second assignor " / " fds " ) ( 2 ) fds pharma a limited partnership formed under the laws of england and wales with limited partnership number lp005073 whose registered office is at 82 st john street, london, ec1m 4jn ( the " second assignor " / " fds " ) together the " assignors " ( 3 ) lipdxen technologies limited incorporated and registered in england and wales with company number 03401495 whose registered office is at 5th floor, 15 whitehall, london, sw1a 2dd ( " the assignee " / " lipoxen " ) ; ( 3 ) lipdxen technologies limited incorporated and registered in england and wales with company number 03401495 whose registered office is at 5th floor, 15 whitehall, london, sw1a 2dd ( " the assignee " / " lipoxen " ) ; ( 3 ) lipdxen technologies limited incorporated and registered in england and wales
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assignment-agreements
exhibit 10. 44 assignment and assumption reference is hereby made to the certain securities purchase agreement by and between diversified corporate resources, inc. ( the โ€œ issuer โ€ ) and mirocap strategies, inc. ( โ€œ mirocap โ€ ), dated effective november 21, 2003 ( the โ€œ subscription agreement โ€ ). terms not defined herein shall have the meaning ascribed to them in the subscription agreement. now, therefore, in accordance with section 4. 6 ( f ) of the subscription agreement, microcap shall and hereby does assign to mercury orbit fund, ltd., a texas limited partnership ( โ€œ assignee โ€ ), the right, title and interest to purchase 22, 500shares of the preferred stock, for the aggregate consideration of usd $ 225, 000, provided, however, that the assignee exercises his full subscription rights hereunder not later than 5 : 00 p. m. cst on february 9, 1004. in connection with the assignment, each assignee shall and hereby does assume and accept, for the benefit of the issuer, all of microcap โ€™ s obligations under the subscription agreement as he relates to the number of shares of preferred stock to be purchased by him. in particular, each assignee shall and hereby does make and confirm to and for the benefit of the issuer the investment representations set forth in section 4. 6 of the agreement, as follows : ( a ) the assignee is an experienced investor in unregistered and restricted securities of companies. the assignee understands that this investment involves substantial risks. ( b ) the assignee has ( i ) a preexisting personal or business relationship with the company or one or more of its officers, directors, or control persons or ( ii ) the assignee has such knowledge and experience in financial and business matters that the assignee is capable of evaluating the merits and risks of the acquisition of the preferred shares and, by reason of the assignee โ€™ s financial and business experience, the assignee has the capacity to protect the assignee โ€™ s interest in connection with the acquisition of the preferred stock. the assignee is financially able to bear the economic risk of the investment, including the total loss thereof. ( c ) the assignee is an โ€œ accredited investor โ€ as defined in rule 501 ( a ) promulgated under the securities act. ( d ) the assignee has received and reviewed a copy of the disclosure documents. the assignee has had an
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assignment-agreements
agreement for the sale and assignment and affirmation of obligations this agreement for the sale and assignment and affirmation of obligations ( โ€œ agreement โ€ ) is made as of june 28, 2011, by and among xxxxxxxxx ( the โ€œ assignor โ€ ) ; yyyyyyyyy ( the โ€œ assignee โ€ ) ; and hubei minkang pharmaceutical ltd., a nevada corporation ( the โ€œ corporation โ€ ). recitals a. the corporation is indebted to the assignor in the principal remaining amount of us $ _ _ _ _ _ _ _ _ _ _ ( the โ€œ indebtedness โ€ ) for money lent by the assignor to the corporation in the amount of us $ _ _ _ _ _ _ _ _ _ _ _ on _ _ _ _ _ _ _ _ _ _ _, 2008. a. the corporation is indebted to the assignor in the principal remaining amount of us $ _ _ _ _ _ _ _ _ _ _ ( the โ€œ indebtedness โ€ ) for money lent by the assignor to the corporation in the amount of us $ _ _ _ _ _ _ _ _ _ _ _ on _ _ _ _ _ _ _ _ _ _ _, 2008. a. a. b. the assignor desires to sell and assign to the assignee a portion of the remaining indebtedness in the principal amount of us $ _ _ _ _ _ _ _ _ _ _ ( the โ€œ assigned indebtedness โ€ ). b. the assignor desires to sell and assign to the assignee a portion of the remaining indebtedness in the principal amount of us $ _ _ _ _ _ _ _ _ _ _ ( the โ€œ assigned indebtedness โ€ ). b. b. c. the assignor and the assignee desire that the corporation agree to the sale and assignment of the assigned indebtedness and, additionally, the corporation affirm to the assignee the obligation of the corporation to the assignee to pay the assigned indebtedness, on those terms and subject to those conditions specified in that certain promissory note for the principal amount of $ _ _ _ _ _ _ _ _ _. 00, dated _ _ _ _ _ _ _ _ _ _ _, 2008, signed on and delivered on behalf of the corporation, a copy of which is attached to this agreement marked exhibit โ€œ a โ€ and the provisions
864
assignment-agreements
this assignment effective the 18th day of april, 2008. assignment of invention - worldwide this assignment of invention is made by : ahmad doroudian, of 4172 doncaster way, vancouver, bc, v6s 1v9 ahmad doroudian, ( full address of assignor # 1 ) ( โ€œ assignor # 1 โ€ )
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assignment-agreements
seller : fox petroleum, inc., a nevada corporation by : richard moore, ceo notary public notary public northwest quarter nw, nw / 4 or nw1 / 4 ; southwest quarter sw, sw / 4 or sw1 / 4 ; southeast quarter se, se / 4 or se1 / 4 ; northeast quarter ne, ne / 4 or ne1 / 4 ; north half n / 2 or n1 / 2 ; south half s / 2 or s1 / 2 ; east half e / 2 or e1 / 2 ; and west halfw / 2 or w1 / 2. oil and gas lease dated november 20, 2006, from bryant wires and rosalie wires, husband and wife, lessors, to wint harris, lessee, recorded november 27, 2006, in book 107, pages 695 - 697, in the office of the register of deeds of ellsworth county, kansas. oil and gas lease dated november 20, 2006, from gary george kratzer, trustee of the gary george kratzer trust dated 12 / 23 / 96, lessor, to wint harris, lessee, recorded november 27, 2006, in book 107, pages 692 - 694, in the office of the register of deeds of ellsworth county, kansas. oil and gas lease dated september 2, 2008, and september 8, 2008, from don kratzer and gary george kratzer, co - trustees of the pauline b. kratzer trust dated february 26, 1991, lessors, to fox petroleum, inc., lessee, recorded september 15, 2008, in book 110, at pages 73 - 76 and pages 77 - 79, respectively, in the office of the register of deeds of ellsworth county, kansas. southwest quarter ( sw / 4 ) of section thirty - four ( 34 ), township seventeen ( 17 ) south, range eight ( 8 ) west, ellsworth county, kansas. lease working net revenue interest interest lease a 100. 00 % 87. 50 % lease b 100. 00 % 87. 50 % lease c 100. 00 % 87. 50 % name abbreviation fox petroleum, inc., a nevada corporation fox fox petroleum, inc., a kansas corporation fox kansas trafalgar capital specialized investment fund, fis trafalgar mortgage, indenture, security agreement, fixture filing, financing statement and assignment of production mortgage form ucc - 1, financing statement uc
866
assignment-agreements
exhibit 10. 9 form of assignment schedule to exhibit 10. 9 โ€“ form of november, 2008 assignment of stock options agreement by and among certain non - employee consultants of the company and certain assignees the assignment of stock options agreement filed as exhibit 10. 9 is substantially identical in all material respects to the assignment of stock options agreements which have been entered into by the non - employee consultants of windtamer corporation, michael hughes, peter kolokouris and charles laloggia and the following assignees effective as of november, 2008, except for a difference in the number of shares underlying the stock options assigned to such assignees as 111 ejh, inc., 609 mth, inc., 10 ejh, inc., and april wayenberg. assignee assignee non - employee consultant non - employee consultant date date number of shares number of shares 400 terry inc. peter kolokoris november 25, 2008 november 25, 2008 3, 732, 000.. 500 sofia inc. 500 sofia inc. peter kolokoris peter kolokoris november 25, 2008 november 25, 2008 3, 732, 000 300 ioannis inc. 300 ioannis inc. peter kolokoris peter kolokoris november 25, 2008 november 25, 2008 3, 732, 000 200 anastasios inc. 200 anastasios inc. peter kolokoris peter kolokoris november 25, 2008 november 25, 2008 3, 732, 000 100 demetrios inc. 100 demetrios inc. peter kolokoris peter kolokoris november 25, 2008 november 25, 2008 3, 732, 000 111 ejh, inc. 111 ejh, inc. michael hughes michael hughes november 25, 2008 november 25, 2008 920, 000 609 mth, inc. 609 mth, inc. michael hughes michael hughes november 25, 2008 november 25, 2008 2, 410, 000 10 ejh, inc. 10 ejh, inc. michael hughes michael hughes november 25, 2008 november 25, 2008 3, 340, 000 april wayenberg april wayenberg charles laloggia charles laloggia november 3, 2008 november 3, 2008 1, 000, 000
867
assignment-agreements
( i ) โ€œ environmental laws โ€ shall mean any and all local, state or federal laws, rules, regulations, orders, or judgments relating to the prevention of pollution, the preservation and restoration of environmental quality, or the protection of human health, wildlife or environmentally sensitive areas, the remediation of contamination or the handling, transportation, disposal or release into the environment of hazardous materials ( as hereinafter defined ), including, without limitation, those arising under or by virtue of any lease, contract, agreement, document, permit, applicable statute or rule or regulation or order of any governmental authority, specifically including, without limitation, any governmental request or requirement to take any clean - up or other action with respect to any of the interests or premises, including hazardous waste cleanup costs under the solid waste disposal act, 42 u. s. c. 6901, et seq., the resource conservation and recovery act of 1976 ( rcra ), 42 u. s. c. 6901, et seq., the comprehensive environmental response, compensation and liability act ( cercla ), 42 u. s. c. 9601, et seq., the clean air act, the federal water pollution control act, the toxic substances act, the oil pollution act of 1990, and any and all provisions of louisiana law, or similar laws, rules or regulations. ( ii ) โ€œ environmental liabilities โ€ shall mean and include any liabilities or obligations of any kind relating to ( a ) the failure to comply with all applicable environmental laws in connection with the ownership, operation, use, handling or disposition of the interests or any production therefrom or attributable thereto, ( b ) any unfulfilled remedial obligation imposed under applicable environmental laws or contracts ( including, without limitation, surface and subsurface restoration ), or ( c ) alleged violation of or potential liability under applicable environmental laws relating to the interests, or the operations thereon or related thereto that has not been fully resolved to the satisfaction of the applicable governmental authority with jurisdiction over such matter. witnesses : assignor : dune energy, inc. printed name by : / s / james a. watt james a. watt, president printed name / s / james a. watt witnesses : assignee : american natural corporation energy printed name by : / s / steven p. ensz steven p. ensz, vice president printed name / s / steven p. ensz not
868
assignment-agreements
a. the vendor is the beneficial owner of the claims representing the property known as the โ€œ copper hills # 1 property โ€ ; b. the trustee ( as herein defined ) is the recorded holder of the claims, holding the same in trust, as a bare trustee, for the benefit of the vendor ; c. the vendor has agreed to sell all right, title and interest in and to the claims to the purchaser ( as herein defined ) pursuant to the terms and conditions hereinafter set forth ; article 1 definitions 1. 1 for the purposes of this agreement the following words and phrases shall have the following meanings, namely : 1. 1. 1 โ€œ business day โ€ means a day other than a saturday, sunday or statutory holiday in the province of alberta ; 1. 1. 2 โ€œ claims โ€ means the mining claims set forth and described in schedule โ€œ a โ€ attached hereto ; 1. 1. 3 โ€œ commercial production โ€ means the mining, extraction, processing and recovery for sale of products from the copper hills # 1 property, excluding the taking of minerals therefrom for the purpose of bulk sampling or determining the amenability of the minerals to beneficiation processes or mining ; 1. 1. 4 โ€œ copper hills # 1 property โ€ shall have the meaning ascribed to it in preamble a ; 1. 1. 5 โ€œ deemed gross sale proceeds โ€ of all sales occurring in respect of the disposition of products ( as hereinafter defined ) shall mean and be determined by multiplying the total number of troy ounces of the particular products sold within that last completed calendar quarter by the following : ( a ) in the case of gold, platinum and palladium, the arithmetic mean of the daily london bullion market afternoon fixing for the calendar quarter per ounce of the respective products ; and ( b ) in the case of silver, the arithmetic mean of the weekly handy & harman price per ounce of silver as quoted in โ€œ metals week โ€ for the last 2 ( two ) weeks which conclude within that calendar quarter, but in the event โ€œ metals week โ€ is not published or if for any reason such quotation is not available the arithmetic mean of the handy & harman base price quote as published in the โ€œ wall street journal โ€ for the calendar quarter will be utilized ; 1. 1. 6 โ€œ encumbrances โ€ means any financial charge, encumbrance or title defect of whatever kind or nature, regardless of form,
869
assignment-agreements
percentage interest assigned : assignee โ€™ s commitment : aggregate outstanding principal amount of revolving credit advances assigned : principal amount of revolving credit note payable to assignee : principal amount of revolving credit note payable to assignor : effective date : * february 28, 2002
870
assignment-agreements
exhibit 10. 86 agreement for assignment of contract proceeds exhibit 10. 86 agreement for assignment of contract proceeds this agreement for assignment of contract proceeds ( " agreement " ), dated as of may 26, 2017, ( " effective date " ) from orangehook, inc., a florida corporation ( " orangehook " ), with principal offices at 319 barry avenue south, suite 300, wayzata, mn 55391 and lifemed id, inc, a california corporation ( " lifemed " and, together with orangehook, individually and collectively, jointly and severally, the " companies " ) with principal offices at 3009 douglas boulevard, suite 200, roseville, california 95661 to dan thompson, an individual ( " thompson " ), located at [ * ], [ * ], mn [ * ] ( collectively, the " parties " ). this agreement for assignment of contract proceeds ( " agreement " ), dated as of may 26, 2017, ( " effective date " ) from orangehook, inc., a florida corporation ( " orangehook " ), with principal offices at 319 barry avenue south, suite 300, wayzata, mn 55391 and lifemed id, inc, a california corporation ( " lifemed " and, together with orangehook, individually and collectively, jointly and severally, the " companies " ) with principal offices at 3009 douglas boulevard, suite 200, roseville, california 95661 to dan thompson, an individual ( " thompson " ), located at [ * ], [ * ], mn [ * ] ( collectively, the " parties " ). w i t n e s s e t h : whereas, orangehook seeks to borrow funds in the amount of approximately six hundred thousand dollars ( $ 600, 000 ) to support its working capital needs, and thompson desires to lend such amount to orangehook ; and whereas, lifemed has entered into those certain contracts set forth on exhibit a hereto, calling for certain payments to be paid by end users ( as defined in the contracts ) ( each, an " end user " ) to lifemed in the amount of eight hundred fifty thousand eighty - one ( $ 850, 081 ) ( as they may have been amended, modified or supplemented, collectively, the " contract ( s ) " ) ; and whereas, orangehook seeks to borrow funds in the amount of approximately six hundred thousand dollars ( $
871
assignment-agreements
recording requested by and when recorded mail document to : porter hedges llp 1000 main street, 36th floor houston, tx 77002 attn : ephraim del pozo space above this line for recorder's use only recording requested by and when recorded mail document to : porter hedges llp 1000 main street, 36th floor houston, tx 77002 attn : ephraim del pozo recording requested by and when recorded mail document to : porter hedges llp 1000 main street, 36th floor houston, tx 77002 attn : ephraim del pozo recording requested by and when recorded mail document to : porter hedges llp 1000 main street, 36th floor houston, tx 77002 attn : ephraim del pozo space above this line for recorder's use only space above this line for recorder's use only mortgage, security agreement, fixture filing, financing statement and assignment of production and revenue from american eagle energy corporation and amzg, inc. ( mortgagor ( s ) and debtor ( s ) ) to macquarie bank limited ( mortgagee and secured party ) for purposes of filing this instrument as a financing statement, the mailing address of each mortgagor / debtor is 2549 west main street, suite 202, littleton, colorado 80120. the mailing address of mortgagee / secured party is level 1, 1 martin place, energy markets division, sydney, new south wales, 2000 australia. this instrument contains after - acquired property provisions, and covers future advances and proceeds. interests in oil, gas, minerals and other as - extracted collateral or in accounts resulting from the sale thereof, which are included in the mortgaged property, will be financed at wellheads located on the oil and gas leases or lands described in exhibit a - 1 hereto. personal property constituting a portion of the mortgaged property may be or may in the future be affixed to the lands or lands associated with pipelines described in exhibit a - 1 and exhibit a - 2 hereto. this instrument is, among other things, a financing statement under the uniform commercial code covering as - extracted collateral that is related to, and goods which are, or are to become fixtures on, the real property herein described. a carbon, photographic, or other reproduction of this instrument is sufficient as a financing statement. mortgagors have an interest of record in the lands concerned, which interest is described in exhibit a
872
assignment-agreements
assignment agreement this assignment agreement is made the 25th day of june, 2011. between : airon peru s. a. c. calle buen retiro 155 int. 404, san borja, lima - peru represented by mr. carlos castillo ( the โ€œ airon โ€ ) and : portage resources peru s. a. calle alcanfores # # # - # # # - # # # # miraflores lima - peru represented by mr. paul luna, with id nยฐ07863062 ( the โ€œ portage โ€ ) whereas : 1 the airon has a joint venture to invest on exploration with the owner of the mining concession called wuakakuy, with code nยฐ010062506, with 400 hectares, located in putina district, san antonio de putina province, department of puno ( the concession ). 2 the portage is a company incorporated in peru and wants to invest in exploration in the concession. in consideration of the agreements contained herein and other good and valuable consideration, the parties hereto covenant and agree each with the other as follows : 1. 1. currency 1. 1. 1. 1. in this agreement words or figures expressed in dollars or the symbol for dollars without any other indication mean the specified amount in lawful currency of the united states. 1. 2. number and gender where the context so requires, all references to this assignment agreement to the singular shall be deemed to include the plural and all references to the masculine shall be deemed to include the feminine and neuter genders and a body corporate and vice versa. 1 1 1 1. 3. headings the headings in this assignment agreement form no part of this assignment agreement and shall be deemed to have been inserted for convenience of reference only. 1. 4. governing law and attornment 1. 4. 1. 4. this assignment agreement shall be governed by and construed in accordance with the laws of peru. all disputes arising under the assignment agreement will be referred to the courts of the province of lima the parties irrevocably submit to the non - exclusive jurisdiction of the courts of the province of lima. 2. the concession : 2. 1. details 2. 1. 2. 1. name : wuakakuy code nยฐ010062506 hectares 400 ha located : putina district, san antonio de putina province, and department of puno. 3.
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assignment-agreements
exhibit 10. 10 assignment agreement know all persons by these presents : that, on this 7th day of july, 2005, american telecom services, inc. ( the โ€œ client โ€ ) with offices at 2466 peck road, city of industry, california 90601, for good and valuable consideration paid to and acknowledged by gain star international limited ( the โ€œ supplier โ€ ) with offices at 20 / f, the sun โ€™ s group centre, 200 gloucester road, hong kong, does hereby irrevocably assign and transfer to supplier, a percentage as described below of the net amounts ( โ€œ supplier โ€™ s share โ€ ) due or otherwise made available to client under the factoring agreement attributable to factor โ€™ s purchase price obligation to client for accounts traceable to the sale of inventory sold by supplier to client ( the โ€œ supplier goods โ€ ), under the factoring agreement between client and the cit group / commercial services, inc., with address at 300 s. grand avenue, 12th floor, los angeles, california 90071 ( herein the โ€œ factor โ€ ), dated, and any amendments, supplements, modifications, extensions and renewals thereof ( herein the โ€œ factoring agreement โ€ ). payment of supplier โ€™ s share shall be made to supplier โ€™ s account located at the hong kong and shanghai banking corporation limited, tsimshatsui branch, with offices at 82 - 84 nathan road, tsimshatsui, hong kong, account number 636 - 393373 - 274 ( usd ) ; 636 - 393373 - 001 ( hkd ), by wire transfer instructions provided to factor by supplier. supplier โ€™ s share includes amounts payable by factor to client for factor risk accounts traceable to sales of the supplier goods not paid by a customer due solely to such customer โ€™ s financial inability to pay. this assignment and transfer is made to the supplier, its successors, endorsers or assigns, to assure the payment of any and all liabilities and obligations of client to the supplier, and any claims of the supplier against client, whether now existing or thereafter incurred, and whether absolute or contingent, secured or unsecured, matured or unmatured ( all of the foregoing being herein called โ€œ obligations โ€ ). the factor is hereby authorized and directed to : remit supplier โ€™ s share when due and payable under the factoring agreement ( subject to all of factor โ€™ s rights under the
874
assignment-agreements
exhibit 10. 37 amrs draft 12. 30. 18 this assignment agreement is made on december 31st, 2018 ( the " agreement " ). between : ( 1 ) amyris, inc., a company incorporated in delaware, whose registered office is at 5885 hollis street, suite 100, emeryville, ca 94608 ( the " assignor') ; and ( 1 ) amyris, inc., a company incorporated in delaware, whose registered office is at 5885 hollis street, suite 100, emeryville, ca 94608 ( the " assignor') ; and ( 1 ) amyris, inc., a company incorporated in delaware, whose registered office is at 5885 hollis street, suite 100, emeryville, ca 94608 ( the " assignor') ; and ( 2 ) hangzhou xinfu science & tech co. ltd, a company incorporated in china, whose registered office is at no. 9, shanggua fan, jinnan street, lin'an city, zhejiang province, china ( the " assignee " ). ( 2 ) hangzhou xinfu science & tech co. ltd, a company incorporated in china, whose registered office is at no. 9, shanggua fan, jinnan street, lin'an city, zhejiang province, china ( the " assignee " ). ( 2 ) hangzhou xinfu science & tech co. ltd, a company incorporated in china, whose registered office is at no. 9, shanggua fan, jinnan street, lin'an city, zhejiang province, china ( the " assignee " ). whereby it is agreed as follows : 1. definitions and interpretation 1. 1 in this agreement : " transfer right " means the right to receive value share payments as provided under the value sharing agreement ; " assignee's account " means an account to be designated by the assignee and notified in writing by the assignee to the assignor no later than [ 10 ] calendar days prior to any anniversary of the effective date, in accordance with clause 2. 4 ; " assignor's account " means an account to be designated by the assignor and notified in writing by the assignor to the assignee no later than [ 10 ] calendar days prior to the specified date ; " transfer right " means the right to receive value share payments as provided under the value sharing agreement ; " transfer right " " transfer right " means the right to receive value
875
assignment-agreements
exhibit 10. 7 contract on assignment of state - owned construction land use right formulated by ministry of land and resources of the people โ€™ s republic of china state administration for industry and commerce of the people โ€™ s republic of china formulated by ministry of land and resources of the people โ€™ s republic of china state administration for industry and commerce of the people โ€™ s republic of china contract no. : c13048120120049 - 1 - - 1 - - 1 - contract on assignment of state - owned construction land use right the contract is entered into by and between the following parties : assignor : land and resources bureau of wu โ€™ an city ; mailing address : no. 26, kuangjian road, wu โ€™ an city ; postal code : 056300 ; telephone : # # # - # # # - # # # # ; fax : / ; bank of account : / ; account no. : /. assignee : northern altair nanotechnologies co., ltd. ; mailing address : no. 69, north xinhua avenue, wu โ€™ an city ; postal code : 056300 ; telephone : 18631277369 ; fax : / ; bank of account : / ; account no. : /. the contract is entered into by and between the following parties : assignor : land and resources bureau of wu โ€™ an city ; mailing address : no. 26, kuangjian road, wu โ€™ an city ; postal code : 056300 ; telephone : # # # - # # # - # # # # ; fax : / ; bank of account : / ; account no. : /. assignee : northern altair nanotechnologies co., ltd. ; mailing address : no. 69, north xinhua avenue, wu โ€™ an city ; postal code : 056300 ; telephone : 18631277369 ; fax : / ; bank of account : / ; account no. : /. the contract is entered into by and between the following parties : assignor : land and resources bureau of wu โ€™ an city ; mailing address : no. 26, kuangjian road, wu โ€™ an city ; postal code : 056300 ; telephone : # # # - # # # - # # # # ; fax : / ; bank of account : / ; account no. : /. assignee : northern altair nano
876
assignment-agreements
exhibit 10. 1 assignment of interest instructions assignment of interest instructions assignment of interest instructions assignment of interest instructions connie cauthen \ nora marroquin date : august 31, 2018 escrow officer title no. : ffom - to18000834 chicago title company escrow no. : fwfm - 4461800565cc \ nm 1140 f street, suite 103 property : unknown reedley, ca 93654 merced, ca 95344 phone : ( 559 # # # - # # # - # # # # fax : ( 559 # # # - # # # - # # # # connie cauthen \ nora marroquin date : august 31, 2018 connie cauthen \ nora marroquin date : august 31, 2018 escrow officer title no. : ffom - to18000834 chicago title company escrow no. : fwfm - 4461800565cc \ nm 1140 f street, suite 103 property : unknown reedley, ca 93654 merced, ca 95344 phone : ( 559 # # # - # # # - # # # # fax : ( 559 # # # - # # # - # # # # escrow / settlement agent is hereby instructed and directed that the assignee ( s ) in the above numbered transaction is / are to be tuttle cross dock, inc., a california corporation and you are hereby instructed to treat said assignee ( s ) in all respects as though they were the original purchaser ( s ) to said transaction. the undersigned assignor ( s ) by signature ( s ) below, does hereby relinquish all of their rights, title and interest in and to the subject transaction and the property to which it pertains, and assign all such rights to the herein named assignee ( s ). further, all funds heretofore deposited by assignor ( s ) are hereby unconditionally transferred to the account of said assignee ( s ) without reimbursement to or collection for the account of the assignor ( s ). the undersigned assignee ( s ), jointly and severally, hereby accepts the appointment as assignee hereunder, and indicates that tuttle cross dock, inc. has / have received, read and approved all instructions controlling this transaction and any other related documents there
877
assignment-agreements
exhibit 10. 8 addendum to the intellectual property assignment agreement signed on october 27th, 2014 b e t w e e n : hatem essaddam, chemist, domiciled and residing at 24, saint - stanislas street, in the city of sainte - therese, province of quebec, j7e 3m7, acting both personally and for a corporation to be incorporated ; ( the " assignor " ) - and - loop holdings, inc., a corporation incorporated under the federal laws of nevada having its head office at 1999 avenue of the stars, suite 2520, in the city of los angeles, province of california, herein represented by its president, daniel solomita, duly authorized as he so declares ; ( the " assignee " ) - and - daniel solomita, businessman, domiciled and residing at 98, val d'ajol blvd, in the city of lorraine, province of quebec, j62 3z6 ; ( the " intervenor " ) whereasthe above mentioned parties have signed an intellectual property assignment agreement on october 27th, 2014 ( hereinafter the " agreement " ) ; whereas, since the signature of the agreement, the above mentioned parties have declared themselves satisfied and / or have waived all conditions necessary to proceed to the closing of the agreement ; whereas, since the signature of the agreement, the assignor has proceeded to the incorporation of 9319 - 7218 quebec inc. and has transferred to said corporation all his rights, titles and interests ( including all intellectual property rights ) present and future in and to the technique ; whereasthe above mentioned parties have signed an intellectual property assignment agreement on october 27th, 2014 ( hereinafter the " agreement " ) ; whereas, since the signature of the agreement, the above mentioned parties have declared themselves satisfied and / or have waived all conditions necessary to proceed to the closing of the agreement ; whereas, since the signature of the agreement, the assignor has proceeded to the incorporation of 9319 - 7218 quebec inc. and has transferred to said corporation all his rights, titles and interests ( including all intellectual property rights ) present and future in and to the technique ; the above mentioned parties have signed an intellectual property assignment agreement on october 27th, 2014 ( hereinafter the " agreement " ) ; since the signature of the agreement, the above mentioned parties have declared themselves satisfied and / or have waived all conditions necessary to proceed to the closing
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assignment-agreements
exhibit 10. 2 search assignment confirmation date : client : yak communications, inc. 300 consilium place, suite 500 scarborough, ontario m1h 3g2 to : mr. greg breetz 615 # # # - # # # - # # # # from : kraft search associates, llc ( โ€œ ksa โ€ ) is pleased to confirm it will represent yak communications, inc. ( client ) on an exclusive basis for the following search assignment : chief financial officer ksa will assist client with drafting a position specifications and description, identifying, recruiting and developing candidates based on the position specifications and description, delivering candidate profiles and references, coordinating candidate and client meetings and assisting through negotiations with the successful candidate. all activities, efforts and communications regarding this search assignment will be conducted through mr. greg breetz, unless otherwise specified in writing. exclusivity ksa will act as client โ€™ s exclusive agent for the assignment under retainer. professional fees client agrees to pay ksa a professional fee of thirty percent ( 30 % ) of the successful candidate โ€™ s estimated first year cash compensation ( salary and incentive compensation ), payable in three installments. terms based on the desired competencies and experiences required to be a success in this position, the estimated first year cash compensation to conclude this assignment has been established to be $ 200, 000 to $ 400, 000. a midpoint of $ 300, 000 has been used to calculate the professional fee. the combined fee for the interim hire and the retained search are not to exceed $ 100, 000. 30 % of $ 300, 000 = $ 90, 000 client will pay the professional fee as follows : retainer : one third ( 1 / 3 ) of the estimated fee ( $ 30, 000 ) is due at the inception of the search. progress payment : one third ( 1 / 3 ) of the estimated fee ( $ 30, 000 ) will be invoiced 30 days after the retainer is invoiced. completion fee : one - third ( 1 / 3 ) of the estimated fee ( $ 30, 000 ), reconciled as necessary, will be invoiced thirty ( 30 ) days after the progress payment is invoiced. completion fee : the completion fee will reconcile any difference between the estimated first year cash compensation and the actual first year compensation offered to the successful candidate. should the actual first year compensation of the successful candidate be lower than the estimated first year compensation upon which the
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exhibit 10 ( b ) split dollar life insurance agreement collateral assignment plan this agreement, made as of this 13th day of june 1980, by and between the city national bank, a national bank hereinafter called the bank, and the goldsmith 1980 insurance trust hereinafter called the trust. whereas, bram goldsmith, hereinafter called the employee, has rendered competent and faithful efforts on behalf of the bank resulting in substantial growth and profits to the bank, and, whereas, the bank highly values the efforts, abilities, and accomplishments of the employee as an important member of management and wishes to provide a death benefit for the employee โ€™ s designee through a split dollar life insurance program, and, whereas, the trust agrees to participate in such program to the extent hereinafter provided, now, therefore, it is mutually agreed that : 1. in furtherance of the purposes of this agreement, the parties hereto shall utilize the following personal insurance policy owned by the trust on the life of bram goldsmith ( hereinafter call the insured ) : policy no. 3837807 in the face amount of $ 1, 500, 000 issued by connecticut mutual life insurance company. 2. as security for the bank โ€™ s premium payments on the insurance policy as provided in article 4 below, the trust shall execute, on a form provided by the insurance company, a collateral assignment of the policy to the bank. the policy shall be delivered to the bank to hold for purposes of this agreement. the bank shall make the policy available to the insurance company in order to effectuate any change desired by the trust, as to the designation of a beneficiary, election of an income settlement option or assignment with respect to the risk element as defined in article 3 below. 3. it is understood by the parties hereto that, as provided under the terms of the policy, ownership of the policy is actually divided into two separate and distinct elements. the โ€œ cash value โ€ element is owned by the bank and the โ€œ risk โ€ element is owned by the trust. except as modified by the following paragraph, the bank has all incidents of ownership and privileges in the policy with respect only to the cash value element, which is defined as an amount equal to the premiums it has paid, excluding premiums for any extra benefit agreements or riders issued under the policy, but reduced by any indebtedness ( along with any unpaid interest ) on the policy, or if greater, an
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exhibit 10. 35 assignment and assumption agreement this assignment and assumption agreement ( โ€œ agreement โ€ ), signed as of december 18, 2012, is made by and among domain russia investments limited, a limited company organized under the laws of england and wales with registration number # # # - # # # - # # # #, having an address at c / o maples corporate services limited, po box 309, ugland house, grand cayman, kyi - 1104, cayman islands ( โ€œ dri โ€ ), regado biosciences, inc., a corporation organized under the laws of the state of delaware, usa, and having its place of business at 318 blackwell street, suite 130 durham, north carolina 27701, usa ( โ€œ regado โ€ or โ€œ company โ€ ), and novamedica llc, a limited liability company organized under the laws of the russian federation with an address of 10113, bldg. 38, sokolnichesky val street, moscow, russian federation ( โ€œ novamedica โ€ and, together with dri and regado, the โ€œ parties โ€, and each of novamedica, regado, and dri, a โ€œ party โ€ ). witnesseth : whereas, regado and dri entered into that certain technology transfer agreement on december 18, 2012 ( the โ€œ tta โ€ ), and regado, rmi investments s. a. r. l. and certain other parties have entered into a series e preferred stock purchase agreement dated december 18, 2012 ( the โ€œ purchase agreement โ€ ). whereas, dri has agreed to assign the tta in full, including all rights and obligations thereunder, to novamedica, and novamedica has agreed to accept such assignment of rights and agrees to assume such obligations. whereas, the assignment of rights and assumption of obligations effected by this agreement are consistent with the terms of the tta, and regado has consented to these assignments and assumptions. whereas, dri and novamedica intend that the assignment of intellectual property rights in the territory under the tta to novamedica be effected as a contribution to the charter capital and to the additional paid - in capital of novamedica, in accordance with the terms of the investment agreement dated february 15, 2012 ( the โ€œ investment agreement โ€ ) among domain associates, l. l. c., rusnano ojsc, rusnanomedinvest llc ( โ€œ rm
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bill of sale and assignment for value received, effective immediately prior to the closing of the transactions as contemplated by that certain stock purchase agreement, dated january 27, 2009 ( the โ€œ purchase agreement โ€ ), by and between piramal healthcare, inc., a delaware corporation ( โ€œ purchaser โ€ ), and rxelite, inc., a delaware corporation ( โ€œ transferee โ€ ), whereby purchaser will acquire from transferee all of the issued and outstanding stock of rxelite holdings, inc., a delaware corporation ( โ€œ transferor โ€ ), transferor hereby transfers and delivers to transferee, and transferee hereby acquires and takes assignment and delivery of those assets and liabilities of transferor included in the description of excluded assets on exhibit a and excluded liabilities on exhibit b to the purchase agreement, including, without limitation, ( i ) the second amended and restated employment agreement with earl sullivan, dated as of november 27, 2006 and the third amended and restated employment agreement with earl sullivan, dated as of january 12, 2009, ( ii ) the employment agreement with shannon stith, dated as of january 11, 2008, ( iii ) the employment agreement with rick schindewolf, dated as of january 21, 2008, as amended, ( iv ) the initial employment agreement, dated as of january 8, 2007, as amended and updated, with partick poisson, ( v ) the offer letter employment agreement with gene ioli, dated as of august 29, 2007, as amended, ( vi ) the second amended and restated employment agreement with jonathan houssian, dated as of november 27, 2006, ( vii ) the employment agreement with steven anderson, dated november 15, 2006, ( viii ) the employment agreement with tri slaven, dated may 10, 2006 and ( ix ) the second amended and restated employment agreement with richard tener, dated november 27, 2006. transferee hereby assumes and agrees to pay, perform and / or discharge the liabilities and obligations under the excluded liabilities. all terms used by not defined in this bill of sale and assignment that are defined in the purchase agreement shall have the meanings given to them in the purchase agreement. [ next page is signature page. ] in witness whereof, transferor and transferee have caused this bill of sale and assignment to be signed by their respective duly authorized officers as of the date first above written. transferor : rx
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november 3, 2011 jennifer harris, ph. d. 4430 sun valley drive durham, nc dear jennifer, on behalf of heat biologics, inc. ( โ€œ heat โ€ ), i am pleased to extend an offer of employment to you as senior director of clinical development under the following terms and conditions : 1. start date : december 1, 2011 2. base salary of $ 150, 000 per year, payable bi - weekly. 3. heat has granted you 50, 000 ten - year options to purchase common stock in heat biologics at the most recent fair market value for heat โ€™ s common stock as determined by the heat โ€™ s board, which we estimate to be $ 0. 28 per share. these options will vest quarterly over a 4 year period. 4. three weeks vacation per year plus 5 days sick leave plus standard national holidays. 5. you will be required to sign a confidentiality agreement as well as an assignment of inventions agreement provided in appendix a. 6. heat will hold you harmless for any activities you perform within the scope of your employment. please acknowledge your acceptance of this offer by your signature below. i am very enthused at having you on board and very much look forward to working with you to build a truly exciting new venture! sincerely, jeff wolf ceo heat biologics, inc. agreed and accepted, jennifer harris, ph. d. appendix a confidential information and assignment of inventions all developments ( as defined below ), whether or not reduced to writing, which the employee may originate, make or conceive during the term of his employment and for a period of one ( 1 ) month thereafter, either alone or with others and whether or not during working hours or by the use of facilities of the corporation shall immediately become the sole and absolute property of the corporation. the term โ€œ development โ€ shall mean any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know - how, trade secret or intellectual property right whatsoever or any interest therein ( whether or not patentable or registrable under copyright, trademark or similar statutes ). the employee agrees to disclose promptly to the corporation ( or any persons designated by it ) each such development. the employee hereby assigns all rights ( including, but not limited to, rights to inventions, patentable subject matter, copyrights and trademarks ) that he may have or may acquire in the developments
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pengram corporation, of1200 dupont street, suite 2jbellingham, wa 98225 pengram corporation, of1200 dupont street, suite 2jbellingham, wa 98225 ( " assignor " ) ( " assignor " ) of the first part lookout mountain gold corp., of suite 704, 595 howe street vancouver, bc v6c 2t5 lookout mountain gold corp., of suite 704, 595 howe street vancouver, bc v6c 2t5 ( " assignee " ) ( " assignee " ) of the second part a. by an agreement dated april 26, 2011, as amended ( the " option agreement " ) the assignor granted terrace ventures inc. ( " terrace " ) an option to acquire up to 75 % of the assignor's interest in an agreement dated march 31, 2011, as amended ( the " underlying agreement " ) between assignor and scoonover exploration llc. and jr exploration llc. assignor was granted an option to purchase the golden snow property, a property that consists of 128 mineral claims located in the eureka mining district in eureka county, nevada ; a. by an agreement dated april 26, 2011, as amended ( the " option agreement " ) the assignor granted terrace ventures inc. ( " terrace " ) an option to acquire up to 75 % of the assignor's interest in an agreement dated march 31, 2011, as amended ( the " underlying agreement " ) between assignor and scoonover exploration llc. and jr exploration llc. assignor was granted an option to purchase the golden snow property, a property that consists of 128 mineral claims located in the eureka mining district in eureka county, nevada ; b. by an agreement dated july 10, 2014, the assignee acquired the interest of terrace in the option agreement. b. by an agreement dated july 10, 2014, the assignee acquired the interest of terrace in the option agreement. c. the assignee wishes to acquire all the assignors right, title and interest in the underlying agreement. c. the assignee wishes to acquire all the assignors right, title and interest in the underlying agreement. 1. the assignor hereby assigns ( the " assignment " ) to the assignee all of its right, title and interest in the underlying agreement and all benefits to be derived therefrom. 1. the assignor hereby assigns ( the " assignment " ) to the assignee all of
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exhibit 10. 9 assignment of insurance from : handan hongri metallurgy co., ltd guzhen village, yetao town, wu'an city, hebei province, china zip code : 056304 hebei new wu โ€™ an iron & steel group drying and melting co., ltd. east of yuanbao hill, guzhen village, wu'an city, hebei province, china zip code : 056304 to : raiffeisen bank international ag beijing branch room 200, beijing international club, no. 21 jianguomen wai street, beijing, china zip code : 100020 dear madam / sir, in accordance with the related provisions of no. 20110628019980001 loan contract of rmb 180 million yuan ( rmb 180, 000, 000 yuan ) and any agreement signed subsequently as supplement, changing, or modification, ( hereinafter referred to as โ€œ the loan contract โ€ ) between handan hongri metallurgy co., ltd ( hereinafter referred to as โ€œ the borrower โ€ ) and raiffeisen bank international ag beijing branch ( hereinafter referred to as โ€œ your bank โ€ ) on june 28th, 2011, the borrower and hebei new wu โ€™ an steel group smelting co., ltd ( hereinafter referred to as โ€œ our party โ€ ) hereto sign this letter of insurance assignment ( hereinafter referred to as โ€œ this letter โ€ ). except otherwise defined in the letter, the terms in the loan contract shall apply to this letter. whereas your bank agrees to provide financing support to the borrower, our party hereto irrevocably assigns the insurance indemnities, compensations, benefits, recourses etc. all powers, rights and / or interests under the insurance contracts and / or insurance policies, which have been signed before this letter or will be at intervals signed after this letter during the mortgage / pledge terms by our party ( as the policy holder or beneficiary ), referring to the equipments and goods, which have been or will be mortgaged / pledged for your bank, to your bank, and promises that your bank will be stated as or changed to the first insurance beneficiary under all insurance contracts and / or insurance policy. this letter shall not be rescinded. this letter shall keep valid, even when the termination, dissolution, merger, division
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assignment agreement this assignment agreement ( " assignment agreement " ) is entered into and made effective on this 6thday of november 2012 by and among : blue dolphin exploration company, a company incorporated and existing under thelaws of the state of delaware, u. s. a., and having its registered office at 1209 orange street, wilmington, delaware 19801 ( " bdec " ) ; and blue sky langsa limited, a company incorporated and existing under the laws ofmauritius and previously known as โ€œ medco e & p langsa limited โ€ and having its registered office at les cascades, edith cavell street, port - louis, and indonesian office at menara prima 26th floor, jl. lingkar mega kuningan blok 6. 2 jakarta 12950, indonesia ( " bsl " ) ; recitals : whereas, bdec and bsl have entered into a sale and purchase agreement ( " purchase agreement " ) on the abovementioned date. whereas, pursuant to the terms of the purchase agreement, bsl has agreed to acquire and bdec has agreed to transfer bdec's entire interest in the east aceh langsa offshore technical assistant contract dated 15th may 1997 ( โ€œ interest โ€ ). whereas, the parties now wish to execute this assignment agreement in order to confirm the transfer of the interest from bsl to bdec ; now, therefore, for and in consideration of the mutual covenants and promises herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows : article 1 definitions 1. 1 in this assignment agreement the following terms ad expressions shall, except where the context requires otherwise, have the following respective meanings : " interest " means the 7 % undivided interest in and under the langsa tac owned by bdec, together with the corresponding interest in : ( a ) all relevant consents, permissions, technical data and proprietary information acquired pursuant to the langsa tac, ( b ) all other property or rights of whatsoever nature or kind ( whether real or personal ), assets, benefits, rights and entitlements which the owner of an undivided interest under the langsa tac holds and is entitled to enjoy thereunder, and ( c ) certain items of equipment, all as acquired pursuant to that certain sale and purchase agreement dated july 21, 2010 among bdec, bsl and the
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exhibit 1. 01 agreement and assignment of certain contractual rights and benefits this agreement and assignment of certain contractual rights and benefits ( โ€œ agreement โ€ ) is made and entered into as of this 18th day of march, 2005 by and between shanghai offshore oil group ( hk ) co., ltd ( " shanghai oil โ€ ), and largo vista group, ltd, a nevada corporation, having its principal office at 4570 campus drive, newport beach, california, ca 92660 ( โ€œ largo vista โ€ ). largo vista and shanghai oil are collectively referred to in this agreement as the " parties ". the parties hereby agree as follows : 1. shanghai oil agrees to assign the contractual rights to receive payments and benefits of the contract executed on july 22, 2004, between asiacorp investment holding ltd. and shanghai offshore oil group ( hk ) co., ltd., ( " asiacorp - shanghai contract " ) to largo vista. the asiacorp - shanghai contract bears the identification number of mz07976 ( a true and correct copy of the contract, no. mz02976, and its attachments and / or annexes as mentioned in article 2 below are attached hereto as " exhibit a : list of all documents signed or to be signed " ). 2. furthermore, shanghai oil agrees to assign all rights to receive payments and benefit of all subsequent agreements that it enters and / or will enter with the buyer ( s ) of fuel oil under the asiacorp - shanghai contract ( " attachments " ). all these attachments are undividable part of asiacorp - shanghai contract under which shanghai oil will make largo vista the 3rd party beneficiary. shanghai oil will execute its first shipment of the asiacorp - shanghai contract before may 18, 2005. 3. in exchange for and in reliance of shanghai oil's promise to assign the rights to receive payments and benefits of asiacorp - shanghai contract and attachments, largo vista will issue 100 million shares of common stock of largo vista to beneficiaries according to shanghai oil โ€™ s written instructions within 20 days after the execution of this agreement. the 100 million shares of common stock will be kept in hands of largo โ€™ s corporate secretary and will be released to shanghai oil one - third ( 1 / 3 ) per year. because shanghai oil will get largo โ€™ s stocks prior to its execution of its obligation every year, shanghai oil promises not
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transfer and assignment of assets and assumption of liabilities this transfer and assignment of assets and assumption of liabilities ( โ€œ assignment and assumption โ€ ) is being executed and delivered by the undersigned pursuant to and in accordance with the terms and provisions of that certain share exchange agreement dated july 17, 2009 by and among the assignor, abdul ladha, hanifa ladha, top favour limited and the shareholders of top favour limited, as amended ( the โ€œ exchange agreement โ€ ). on this 5th day of february 2010 ( the โ€œ closing date โ€ ) ableauctions. com, inc. ( โ€œ assignor โ€ ) hereby absolutely transfers, assigns, sets - over and conveys, irrevocably and without recourse, to able holdings ( u. s ), inc. ( โ€œ assignee โ€ ) as trustee of the able ( u. s. ) liquidating trust ( the โ€œ trust โ€ ) created under that certain liquidating trust agreement dated february 5, 2010 ( the โ€œ trust agreement โ€ ), any and all assets, both tangible and intangible, owned by the assignor ( the โ€œ assets โ€ ) ( however excluding the capital stock of top favour limited ) immediately following the consummation of the acquisition of top favour limited ( the โ€œ acquisition โ€ ) in accordance with the exchange agreement, including, without limitation, the following : ( i ) all of the issued and outstanding shares or other interests in and to the assignor โ€™ s subsidiaries, joint ventures, partnerships, limited partnerships, limited liability companies or other business entities including, without limitation, unlimited closeouts inc., icollector. com technologies, ltd., rapidfusion technologies inc., axion investment corporation, gruv holdings corporation, aac holdings ltd., itrustee. com international ltd., icollector international, ltd., ableauctions. com ( washington ), inc. township holdings ltd. and surrey central city ltd. ( ii ) cash on deposit or cash received prior to the acquisition and all accounts, including, without limitation, deposit accounts, investment accounts, all present and future rights of the assignor to payment for services rendered, all accounts receivable ( billed and unbilled ), notes receivable, contract rights, book debts, receipts in transit, credits, pre - paid expenses, deferred charges, advance payments, lease and other security deposits, rights to escrows, and pre
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assignment and bill of sale for value received, firecreek petroleum, inc., a wholly - owned subsidiary of egpi firecreek, inc. ( โ€œ assignor โ€ ), hereby assigns, transfers, sets over, and grants unto newport oil corporation a / k / a newport oil, inc. ( โ€œ assignee โ€ ) a 50 - percent undivided interest in and to the following : ( a ) the estates and mineral rights created by the oil and gas leases ( the โ€œ leases โ€ ) described on exhibit โ€œ a โ€ attached to this assignment and bill of sale ( the โ€œ assignment โ€ ), insofar and only insofar as the leases cover and relate to the real estate described on exhibit โ€œ a โ€ ( the โ€œ lands โ€ ), subject to any royalties, overriding royalties, production payments, or other similar interests burdening the leases ; ( b ) all oil, gas, water disposal, and other wells ( whether producing or non - producing ) ( the โ€œ wells โ€ ), located on the lands or on lands pooled with the lands, together with all of assignor โ€™ s interest in fixtures, personal property ( including pits and ponds ), facilities, and equipment, used or held for use or charged to the leases, lands, or wells, for the production, treatment, sale, or disposal of hydrocarbons or water ; ( c ) the oil, natural gas, liquids, or condensate inventory, including โ€œ line fill โ€ and inventory below the pipeline connection in tanks as of 7 : 00 a. m., boston, massachusetts time, as of the effective date of this assignment. assignee expressly agrees to timely provide all production records to assignor in this regard ; ( d ) all of assignor โ€™ s rights in, to, and under the obligations arising from, all agreements relating to the leases, lands, or wells, including, but not limited to, joint operating agreements, unitization agreements, pooling agreements, farmout agreements, drilling agreements, exploration agreements, oil or gas product purchase and sale contracts, gas processing or transportation agreements, leases, permits, rights - of - way, easements, licenses, options, orders, and decisions of state and federal regulatory authorities establishing units ; and ( e ) all of assignor โ€™ s rights to and interest in a lawsuit currently pending in the third judicial district court of sweetwater county, wyoming, cause number civil c - 07 - 82
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exhibit 10. 48 consent to assignment and amendment whereas, hewitt associates llc ( โ€œ associates โ€ ) and fore holdings llc ( formerly known as hewitt holdings llc ) ( โ€œ fore โ€ ) entered into the attached services agreement effective as of june 1, 2002 ( the โ€œ services agreement โ€ ) ; and whereas, fore has assigned the services agreement to the fore holdings liquidating trust ( the โ€œ trust โ€ ) effective september 29, 2005 ; and whereas, associates is willing to accept the assignment of the services agreement ; and whereas, associates and the trust wish to amend the services agreement ; now therefore, 1. associates hereby consents to the assignment of the services agreement to the trust. 2. the services agreement is amended as follows. since the extent of required services is not known, there shall be no minimum annual fee ( section 1. 2 ) or basic services ( section 1. 1 ). rather, the fee for any services provided by associates to the trust shall be based on the actual time spent by associates โ€™ employees at their standard billing rates. dated this 29th day of september, 2005. hewitt associates llc fore holdings liquidating trust by : / s / : c. lawrence connolly, iii by : / s / : dave l. hunt c. lawrence connolly, iii david l. hunt secretary trustee
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exhibit 10. 34 recordation requested by : us employment development lending center, llc 1 world trade center, suite 1870 long beach, ca 90831 when recorded mail to : us employment development lending center, llc 1 world trade center, suite 1870 long beach, ca 90831 for recorder โ€™ s use only for recorder โ€™ s use only for recorder โ€™ s use only assignment of rents this assignment of rents dated may 11, 2012, is made and executed between superior drilling products of california, llc, a california limited liability company, whose address is 2221 north 3250 west, vernal, ut 84078 ; ( referred to below as โ€œ grantor โ€ ) and us employment development lending center, llc, whose address is 1 world trade center, suite 1870, long beach, ca 90831 ( referred to below as โ€œ lender โ€ ). assignment. for valuable consideration, grantor hereby assigns, grants a continuing security interest in, and conveys to lender all of grantor โ€™ s right, title, and interest in and to the rents from the following described property located in kern county, state of california : the land described herein is situated in the state of california, county of kern, unincorporated area, and is described as follows : parcel 2 of parcel map no. 8961 in the unincorporated area of the county of kern, state of california, as per map recorded may 9, 1991, in book 42 of parcel maps, page 25 in the office of the county recorder of said county. excepting therefrom 1 / 2 of all oil, gas, minerals and other hydrocarbon substances as conveyed to geri bloemer cooper in deed recorded october 11, 1989, in book 6301, page 990 of official records. also excepting therefrom all remaining oil, gas, minerals and other hydrocarbon substances within or underlying said land as reserved by jack m. hood and sharon b. hood, as trustees under the jack m. hood and sharon b. hood living trust dated december 27, 1991, as to an undivided 1 / 3 interest ; robert a hood and mary martha hood as co - trustees of the robert a. and mary martha hood living trust dated july 2, 1992, as to an undivided 1 / 3 interest and hazel mary hobba henderson, trustee of the hazel mary hobba henderson revocable trust dated september 18, 1987, as to an undivided 1 / 3 interest
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exhibit 10. 35 deed of assignment know all men by these presents : this deed, made and executed this day of september 2006 at, by and between : sol khazani, of legal age, american, and resident of 18025 green meadow, encino, ca, u. s. a. 91316, and hereafter referred to as โ€œ assignor โ€ ; - and - u. s. auto parts network, inc., a corporation duly organized and existing under the laws of the state of california and with principal business address at 17150 south margay avenue, carson, ca 90746, represented by its chief finance officer, michael j. mcclane, and hereafter referred to as the โ€œ assignee โ€. witnesseth : that - whereas, the assignor is a stockholder and holds certain shares of stock of mbs tek corporation, a corporation organized and existing under and virtue of the laws of the republic of the philippines with office address at astillero building, oro site, legazpi city, philippines ; whereas, the assignor desires to assign two thousand one hundred eight ( 2, 108 ) of his shares, as well as all his rights and interests accruing therefrom, in favor of the assignee ; whereas, the assignee is willing to accept the assignor โ€™ s aforesaid share ; now, therefore, for and in consideration of the foregoing premises and, for good and valuable consideration, the receipt whereof is hereby acknowledged to the full satisfaction of assignor, the assignor does hereby cedes, transfers and conveys, in a manner absolute, all his rights, interests and title to and in the aforementioned two thousand one hundred eight ( 2, 108 ) common shares of mbs tek corporation, including all his rights appurtenant thereto, in favor of the assignee and the assignee hereby accepts the same. in witness whereof, the parties hereto have hereunto set their hands on the date and at the place first above written. signed in the presence of : acknowledgment before me, a notary public in and for the personally appeared : name com. tax cert. no. com. tax cert. no. date / place issued date / place issued u. s. auto parts network, inc. represented by michael j. mcclane sol khazani 2 all known to me
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amendment of the assignment agreement. 2. 1 amendment of first sentence of section 6. 3 ( a ). the first sentence of section 6. 3 ( a ) of the assignment agreement is hereby amended to read as follows : pharmacyc1ics will pay to celera payments as set forth in this section 6. 3 within sixty ( 60 ) days after ( i ) under section 6. 3 ( b ) and 6. 3 ( c ), pharmacyclics'receipt of upfront and milestone payments from one or more licensees upon the grant by pharmacyclics of a license to such licensee under the celera technology and the celera patents to make, use, offer to sell, sell and import any assigned product which is an [ * * * ], and ( ii ) under section 6. 3 ( d ), the first achievement of the corresponding milestone for an assigned product which is an [ * * * ] or which is a [ * * * ]. 2. 2 amendment of section 6. 3 ( d ). in the event that pharmacyclics and [ * * * ] ( " [ * * * ] " ) enter into an agreement within [ * * * ] ( [ * * * ] ) days of the amendment date pursuant to which pharmacyclics grants to [ * * * ] a license to make, use, offer to sell, sell and import one or more [ * * * ] ( " [ * * * ] license agreement " ), then section 6. 3 ( d ) of the assignment agreement shall be, and hereby is, amended as follows : the milestone payment due for an [ * * * ] upon achievement of milestone 1 ( " administration of an assigned product to the first patient in a phase 3 clinical trial " ) is reduced to [ * * * ] dollars ( $ [ * * * ] ) ; a new milestone payment applicable to an [ * * * ] ( milestone 1a ), in the amount of [ * * * ] dollars ( $ [ * * * ] ), will be due upon enrollment of the last subject in the phase 3 clinical trial. the milestone payments due for an [ * * * ] upon achievement of milestone 6 ( " regulatory approval in [ * * * ] of an nda for an assigned product for a second indication " ) and milestone 7 ( " regulatory approval in [ * * * ] of an nda for an assigned product for a second
893
assignment-agreements
release and settlement agreement this release and settlement agreement ( the โ€œ agreement โ€ ) is made and entered into by and between rocky mountain high brands, inc., fka totally hemp crazy, inc., fka republic of texas brands, inc. ( sometimes referred to as โ€œ rmhb โ€ or the โ€œ company โ€ ) and roy meadows ( sometimes referred to as โ€œ meadows โ€ ) ( rmhb and meadows sometimes collectively referred to as โ€œ the parties โ€ ) according to the following terms. a. on or about february 5, 2013, rmhb, acting in its then - current corporate name of republic of texas brands, inc., and meadows entered into a written agreement, entitled demand convertible promissory note with the principal to be up to $ 250, 000. 00 us. during 2013, the company was advanced $ 57, 000. 00 under the loan prior to filing for bankruptcy protection on december 16, 2013 in the united states bankruptcy court, northern district of texas, case no. 13 - 36434 - bjh - 11. after emerging from bankruptcy reorganization, on july 17, 2014, that note was amended and restated for $ 250, 000. 00. that amended and restated note was again amended and restated to be the totally hemp crazy, inc. demand and convertible note in the principal amount of up to $ 1, 500, 000. 00 ( the โ€œ meadows note โ€ ), which was dated march 25, 2015. at september 25, 2017, according to the books and records of rmhb, the principal balance of the meadows note was $ 1, 107, 606, with accrued interest of $ 275, 197. 00. as additional consideration for the providing of funds under the meadows note, plaintiff was required to issue common stock purchase warrants ( the โ€œ meadows warrants โ€ ), two of which are still outstanding and subject to being exercised in the amounts of 41, 454, 851 and 13, 166, 064 shares of common stock of rmhb. meadows claims to be entitled to issuance, under the terms of the meadows note, of additional warrants to purchase 28, 185, 900 shares of rmhb common stock. on or about october 1 1 1 1 13, 2015, rmhb and meadows entered into a written agreement, entitled convertible promissory note with the principal to be up to $ 500, 000. 00 usd ( โ€œ second meadows note
894
assignment-agreements
โ€œ if to purchaser : empire water corporation 500 - 666 burrard street vancouver, bc v6c 3p6 telephone : ( 604 ) 897 - 4263 facsimile : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ with a required copy to : conrad c. lysiak, esq. 601 west first avenue suite 903 spokane, wa 99201 telephone : ( 509 ) 624 - 1475 facsimile : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ โ€ with a further required weston benshoof rochefort copy to : rubalcava maccuish llp 333 south hope street, sixteenth floor los angeles, california 90071 telephone : ( 213 ) 576 - 1000 facsimile : ( 213 ) 576 - 1100 attn : thomas wingard, esq. if to the seller parties or mr. henry c. cox, ii, the water companies : john l. west indian hills water conservation corporation 8175 liminite dr. riverside, ca telephone : ( 951 ) 360 - 2070 facsimile : ( 951 ) 360 - _ _ _ _ with a required copy to : lobb cliff & lester, llp 1325 spruce street suite 300 riverside, california 92507 telephone : ( 951 ) 788 - 9410 facsimile : ( 951 ) 788 - 0766 attn : paul cliff, esq. if to bwri : peter jensen larry rowe basin water resources, inc. 8731 prestige court rancho cucamonga, ca 91730 telephone : ( 909 ) 481 - 6800 facsimile : ( 909 ) 481 - 6801 with a required copy to : weston benshoof rochefort rubalcava maccuish llp 333 south hope street, sixteenth floor los angeles, california 90071 telephone : ( 213 ) 576 - 1000 facsimile : ( 213 ) 576 - 1100 attn : thomas wingard, esq. if to empire : empire water corporation 500 - 666 burrard street vancouver, bc v6c 3p6 telephone : ( 604 ) 897 - 4263 facsimile : attn : with a required copy to : conrad c. lysiak 601 west first avenue suite 903 spokane, wa 99201
895
assignment-agreements
( a ) if, after the date of this agreement, the assignor assigns its right, title and interest in and under the purchase agreement, and before october 21, 2009 the assignor agrees to sell any of the assignor โ€™ s oil and gas properties located in eddy county, new mexico, the vendor shall have the option to require the assignor to purchase any or all of the extension shares from the vendor at a price per share ( the โ€œ exercise price โ€ ) equal to the greater of : ( i ) $ 3. 00 per share ; and ( ii ) the average of the closing price of the assignor โ€™ s common stock as quoted on the principal market or exchange on which the assignor โ€™ s common stock trades during the 10 trading days prior to the exercise of the option provided for in this section 2 ( a ). ( b ) the option referred to in section 2 ( a ) shall expire on october 21, 2009. the extension shares will be unrestricted and free to trade on october 22, 2009. ( c ) to exercise the option referred to in section 2 ( a ), the vendor shall provide the assignor written notice of its intention to do so, together with share certificates representing the extension shares in respect of which the option is being exercised ( collectively, a โ€œ notice of exercise โ€ ). ( d ) subject to section 2 ( e ), within 5 business days of receiving a notice of exercise, the assignor shall deliver to the vendor, a check, cashiers check, money order, bank draft or other form of payment that may be acceptable to the vendor for an amount equal to the exercise price multiplied by the number of extension shares to which the notice of exercise relates and, if the notice of exercise is for less than the total number of extension shares still owned by the vendor, a share certificate for the number of extension shares represented by the share certificate submitted by the vendor as part of the notice of exercise less the number of extension shares in respect of which the option referred to in section 2 ( a ) was exercised. ( e ) if the vendor exercises the option referred to in section 2 ( a ), and the assignor does not have sufficient funds legally available to purchase the number of extension shares in respect of which the option was exercised without violating the provisions of chapter 78 of the nevada revised statutes ( the โ€œ nrs โ€ ), then the assignor shall not purchase the extension shares and instead : ( i ) the assign
896
assignment-agreements
dated the 27 day of december 2012 aristo technologies limited and atlantic components limited and usmart electronic products limited * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * debt assignment * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * fung, wong, ng & lam solicitors & notaries room 8, 4th floor new henry house 10 ice house street, central hong kong tel : 28698008 / 28518111 fax : 28691080 / 28517555 ref : rn # # # - # # # - # # # # this assignment is made on the 27 day of december 2012 between ( 1 ) aristo technologies limited ( cr no. 575562 ) whose registered office is situate at b24 - 27, 1 / f., block b, proficient industrial centre, 6 wang kwun road, kowloon bay, kowloon, hong kong ( the โ€œ assignor โ€ ) ; ( 1 ) aristo technologies limited ( cr no. 575562 ) whose registered office is situate at b24 - 27, 1 / f., block b, proficient industrial centre, 6 wang kwun road, kowloon bay, kowloon, hong kong ( the โ€œ assignor โ€ ) ; ( 1 ) aristo technologies limited ( cr no. 575562 ) whose registered office is situate at b24 - 27, 1 / f., block b, proficient industrial centre, 6 wang kwun road, kowloon bay, kowloon, hong kong ( the โ€œ assignor โ€ ) ; ( 2 ) atlantic components limited ( ๅญ ๆœ‰ ๅ…ฌ ๅธ ) ( cr no. 312191 ) whose registered office is situate at rm. 1701, 17th floor, tower 1, enterprise square, 9 sheung yuet road, kowloon bay, kowloon, hong kong ( the โ€œ assignee โ€ ) ; and ( 2 ) atlantic components limited ( ๅญ ๆœ‰ ๅ…ฌ ๅธ ) ( cr no. 312191 ) whose registered office is situate at rm. 1701, 17th floor, tower 1, enterprise square, 9 sheung yuet road, kowloon bay, kowloon, hong kong ( the โ€œ assignee
897
assignment-agreements
exhibit 10. 4 confidentiality, inventions and proprietary rights assignment agreement this executive confidentiality, inventions and proprietary rights assignment agreement ( the โ€œ agreement โ€ ) is entered into as of february 12, 2018 ( the โ€œ effective date โ€ ) by and between kenloc inc., a nevada corporation, with its principal place of business located at 321 w. winnie ln., ste. 104, carson city, nv 89703 ( the โ€œ company โ€ ) and yu wu, ( the โ€œ executive โ€ ), residing at 4023a, blk. a, kingsley timemark, futian shenzhen, china 518000 ( the company and the executive are collectively referred to herein as the โ€œ parties โ€ ). in consideration of the executive โ€™ s engagement with the company as president, which the executive acknowledges to be good and valuable consideration for his / her obligations hereunder, the company and the executive hereby agree as follows : 1. confidentiality and security. 1. confidentiality and security. 1. confidentiality and security. a. confidential information. the executive understands and acknowledges that during the course of engagement with the company, he / she will have access to and learn about confidential, secret and proprietary documents, materials, data and other information, in tangible and intangible form, of and relating to the company and its businesses and existing and prospective customers, suppliers, investors and other associated third parties ( the โ€œ confidential information โ€ ). the executive further understands and acknowledges that this confidential information and the company โ€™ s ability to reserve it for the exclusive knowledge and use of the company is of great competitive importance and commercial value to the company, and that improper use or disclosure of the confidential information by the executive will cause irreparable harm to the company, for which remedies at law will not be adequate and may also cause the company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages and criminal penalties. a. confidential information. the executive understands and acknowledges that during the course of engagement with the company, he / she will have access to and learn about confidential, secret and proprietary documents, materials, data and other information, in tangible and intangible form, of and relating to the company and its businesses and existing and prospective customers, suppliers, investors and other associated third parties ( the โ€œ confidential information โ€ ). the executive further understands and acknowledges that this confidential information and the company โ€™ s
898
assignment-agreements
assignment and extension of agreement no : 910024 โ€œ yo gabba gabba! โ€ we refer to the agreement between smartkids, llc of 150 pico boulevard, santa monica, california, 90405, usa ( โ€œ licensee โ€ ) and gabbacadabra llc, of 15000 ventura blvd, 3rd floor, sherman oaks, california, 91403, the usa ( the โ€œ licensor โ€ ) dated may 9, 2012. the licensor and licensee hereby agree to assign the agreement to athena brands inc, of 7620 miramar road, suite 4200, san diego, california 92126, usa ( โ€œ assignee โ€ ), and to amend the terms of the agreement with effect from april 1, 2016 as follows : 1. license period : the term of the license period set forth in the standard terms and conditions shall be extended through to and including january 31, 2020 unless sooner terminated pursuant to the terms of the agreement. 2. the parties hereby agree to assign the benefits and burdens from the licensee hereunder to the assignee and the assignee hereby accepts such assignment. notwithstanding the foregoing the licensee undertakes to fully indemnify licensor in the event that assignee is in breach of the agreement and fails to remedy such breach in accordance with the terms of the agreement. except as expressly modified by this amendment, all terms and conditions of the agreement shall remain in full force and effect, and all provisions of said agreement modified, replaced, or deleted by this amendment shall remain fully enforceable in their original forms with respect to the period prior to the date of this amendment. kindly indicate your acceptance of the above by signing and returning a copy of this assignment. signed by : / s / authorized signor gabbacadabra llcsigned by : / s / thomas ardntan authorised signatory for and on behalf of gabbacadabra llc ( licensor ) an authorised signatory for and on behalf of smartkids, llc ( licensee ) signed by : / s / authorized signor gabbacadabra llcsigned by : / s / thomas ardntan authorised signatory for and on behalf of gabbacadabra llc ( licensor ) an authorised signatory for and on behalf of smartkids, llc ( licensee ) signed by : / s / authorized signor gabbacada
899
assignment-agreements
assignment agreement this assignment agreement ( the โ€œ agreement โ€ ) is made by and between elekta instrument ab, with registered address at p. o. box 7593, se - 103 93 stockholm, sweden ( โ€œ elekta โ€ ) and ewrs tibbi cihazlar ticaret limited sirketi, with registered address at avni dilligil sok. celik is merkezi a blok k. 4 d. 18 mecidiyekoy sicil 763180 / 0 ( โ€œ ewrs โ€ ). elekta and ewrs are jointly referred to as โ€œ parties โ€ and each a โ€œ party โ€. whereas elekta and adana application and research center of baskent university, dadalogli mah. 39. sok. yuregir, adana, turkey ( the โ€œ customer โ€ ) on the 25th of august 2010, entered into a purchase and license agreement as subsequently amended by an addendum entered into between elekta and the customer on 26th november 2010 ( as amended, the โ€œ purchase and license agreement โ€ ). whereas elekta and ewrs desire to restructure the transaction with customer such that ( i ) instead of elekta providing customer with the use of the deliverables pursuant to the purchase and license agreement ; ( ii ) the deliverables shall be sold by elekta or its affiliates to ozyurek mumessillik ve dis ticaret as ( โ€œ ozyurek โ€ ) ; ( iii ) ozyurek shall resell the deliverables to ewrs ; and ( iv ) ewrs ( and not elekta ) will furnish the use of the deliverables to customer in accordance with the terms of the purchase and license agreement and this agreement. whereas in order to facilitate such restructured transaction, ( i ) elekta and ozyurek have entered or will enter into one or more purchase and license agreement for the sale by elekta and purchase by ozyurek of the deliverables ( the โ€œ elekta sales agreements โ€ ) ; ( ii ) ozyurek and ewrs have entered or will enter into one or more purchase and license agreements for the sale by ozyurek and purchase by ewrs of the deliverables ( the โ€œ ewrs sales agreements โ€ ) ; and ( iii ) subject to the terms and conditions of
900