IN WITNESS OF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ATTEST: OSMOTICS CORPORATION By:________________________ Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer NATIONAL SECURITIES CORPORATION By:_________________________ Name: Xxxxxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF PLACEMENT AGENT'S WARRANT CERTIFICATE] THE PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, _________________, 2002 Placement Agent's Warrant No. _____ ____ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from ________________, 1998 until 5:30 p.m., New York time on ____________, 2002 ("Expiration Date"), up to ____ shares of fully-paid and nonassessable common stock, par value $.001 ("Common Stock") of Osmotics Corporation, a Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events, of $9.90 per Share (the "Exercise Price") upon surrender of this Placement Agent's Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent's Warrant Agreement dated as of _________________, 1997 among the Company and National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Placement Agent's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void.
IN WITNESS OF the parties have executed this Agreement as of the date first mentioned above. MEMBER NAME COMPANY NAME By: Name: MEMBER NAME Title: MEMBER TITLE EXHIBIT C SPOUSAL CONSENT TO OPERATING AGREEMENT I, the undersigned, being the spouse of one of the members named in the Company Name Operating Agreement (the "Agreement"), acknowledge that:
IN WITNESS OF. WHICH the parties have executed this Agreement as of the date first written above.
IN WITNESS OF which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written. SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) PERNLI MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) PERSECT MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) FELOX MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) RESPENT MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX Supplemental Agreement No. 1 SIGNED and DELIVERED ) /s/ Cxxxx Xxxx Xxxxxx as a DEED by Kxxx Xxxxx and Txx Xxxx Xxxx ) Cxxxx Xxxx Xxxxxx as duly authorised ) Director for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) /s/ Txx Xxxx Xxxx (as a Bank) ) Txx Xxxx Xxxx in the presence of:- ING Bank N.V. Singapore ) /s/ Cxxx Xxxx Xxxx 1 Xxxxxxx Xxxxxx Cxxx Xxxx Xxxx #10-00 Xxxxx Xxxxx Xxxxxxxxx 000000 SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) CREDIT AGRICOLE ) CORPORATE & INVESTMENT BANK ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Axxx Xxxx as a DEED by Axxx Xxxx...
IN WITNESS OF. WHICH the Parties have executed this Agreement as at the date first above written. CANOPY GROWTH CORPORATION Per: (signed) “Xxxxx Xxxxxx” Authorized Signing Officer I have authority to bind the company.
IN WITNESS OF. THE FACT that the Parties agree with the content of this Agreement, understand it and agree to perform this Agreement, the Parties affix their signatures and declare that this Agreement has been entered into based on their free and serious will. On 23 March 2020 For and on behalf of Xxxxxx Xxxxxx XX a.s., as the Company SIGNATURE Name: Xxxxxx Xxxxxxxxxxxx Position: Chairman of the Board of Directors SIGNATURE Name: Xxxxx Xxxxxx Position: Member of the Board of Directors On 23 March 2020 The Member SIGNATURE
IN WITNESS OF which the parties have executed this document as a deed on the date set out above. EXECUTED and DELIVERED as a DEED by ) RESACA EXPLOITATION, INC ) Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) XXXXXXX XXXXXX LIMITED ) Director In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) ROYAL BANK OF CANADA EUROPE LIMITED ) Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) XXXXXXX XXXXX c/o XXXXXX XXXXXX ) /s/ Xxxxxxx Xxxxx c/o Xxxxxx Xxxxxx Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation:
IN WITNESS OF which the parties to this Agreement have executed this Agreement the day and year first before written. SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) PERNLI MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) PERSECT MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) FELOX MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) RESPENT MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) CREDIT AGRICOLE CORPORATE & ) INVESTMENT BANK ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) CREDIT AGRICOLE CORPORATE & ) INVESTMENT BANK ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as Agent) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as Security Trustee) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as Coordinator) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V. ) (as Original Swap Provider) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) CREDIT AGRICOLE CORPORATE & ) INVESTMENT BANK ) (as Original Swap Provider) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) KFW IPEX-BANK GM...
IN WITNESS OF. WHICH the parties hereto have duly executed this Amending Agreement as of the date set forth on the first page of this Agreement. ALTALINK MANAGEMENT LTD.,in its capacity as General Partner of ALTALINK, L.P. By: /s/ Xxxxx Lomore Name: Xxxxx Lomore Title: V.P. Treasurer By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President & CFO ALTALINK MANAGEMENT LTD. By: /s/ Xxxxx Lomore Name: Xxxxx Lomore Title: V.P. Treasurer By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President & CFO AltaLink – Second Amending Agreement to Fourth Amended and Restated Credit Agreement THE BANK OF NOVA SCOTIA, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner By: /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: Director By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Analyst THE BANK OF NOVA SCOTIA, as Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Associate Director AltaLink – Second Amending Agreement to Fourth Amended and Restated Credit Agreement ROYAL BANK OF CANADA, as Syndication Agent, Co-Lead Arranger, and Co-Bookrunner By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Authorized Signatory ROYAL BANK OF CANADA, as Lender By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Authorized Signatory AltaLink – Second Amending Agreement to Fourth Amended and Restated Credit Agreement BANK OF MONTREAL, as Co-Documentation Agent By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Director By: Name: Title: BANK OF MONTREAL, as Lender By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Director By: Name: Title: AltaLink – Second Amending Agreement to Fourth Amended and Restated Credit Agreement NATIONAL BANK OF CANADA, as Co-Documentation Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP, CCM - Calgary By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: MD & Head, CCM - Calgary NATIONAL BANK OF CANADA, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP, CCM - Calgary By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: MD & Head, CCM - Calgary AltaLink – Second Amending Agreement to Fourth Amended and Restated Credit Agreement THE TORONTO-DOMINION BANK, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director AltaLink – Second Amending Agreement to Fourth Amended and Restated Credit Agreement ALBERTA TREASURY BRANCHES, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxx Xxxx Nam...
IN WITNESS OF the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] By: Name: Title: EXHIBIT B ADDITIONAL INDEBTEDNESS JOINDER JOINDER, dated as of , 20 , among [COMPANY] (the “Company”), DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)(4) for the ABL Secured Parties, DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Term Loan Agent”)(5) for the Term Loan Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Term Loan Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Secured Parties (the “Joining Additional Secured Parties”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].(6)
