No Other Revisions. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement remain unmodified and in full force and effect.
No Other Revisions. Except as specifically set forth herein, all other terms and conditions of the Asset Purchase Agreement remain in full force and effect. .
No Other Revisions. Except as expressly set forth in this Amendment, the other provisions of the Agreement remain unchanged and continue in full force and effect. To the extent that the provisions of this Amendment conflict with what is set forth in the Agreement, the provisions of this Amendment shall take precedence. All disputes arising out of or in connection with this Amendment, unless otherwise specified in the Agreement, shall be resolved in accordance with the principles set forth in article 13.2 of the Agreement. [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION
No Other Revisions. Except as set forth herein, all other terms and conditions of the Cxxxxxx Employment Agreement remain in full force and effect.
No Other Revisions. Except as expressly amended hereby, the Employment Agreement remains in full force and effect in accordance with its terms.
No Other Revisions. Apart from the provisions of this Addendum, the Parties have not in any way altered, revised, supplemented or changed the terms of the Agreement, so that said Agreement conforms to the standard form Master Securities Lending Agreement posted by the PSE on its website on November 13, 2012. The Parties represent and warrant that this Addendum contains a full, complete and accurate enumeration of the revisions made by the Parties to the Agreement. On the basis of the foregoing, third parties, including without limitation the PSE and government regulatory agencies, shall be entitled to rely on this Addendum as a full, complete and accurate enumeration of all amendments, supplements or revisions made by the Parties to the Agreement. The Parties recognize that one or both of them may be subject to such sanctions or penalties as may be imposed by the PSE or appropriate government regulatory agencies for their failure to indicate herein all revisions, supplements or amendments made to the Agreement.
No Other Revisions. Except only as provided in this Amendment, all terms and conditions of the Services Agreement remain in full force and effect.
No Other Revisions. Except as otherwise amended hereby, all other terms and conditions of the Agreement remain in full force and effect. Bright Mountain Media, Inc. By: /s/ W. Kxx Xxxxxx W. Kxx Xxxxxx, Chief Executive Officer Daily Engage Media Group LLC By: /s/ Hxxxx X. Xxxxxxxxxx Hxxxx X. Xxxxxxxxxx, Manager Members /s/ Hxxxx X. Xxxxxxxxxx Hxxxx X. Xxxxxxxxxx /s/ Gxxxxx X. Xxxxxxx Gxxxxx X. Xxxxxxx /s/ Axxxxxx Xxxxxxxxxxxxx Axxxxxx Xxxxxxxxxxxxx Schedule A Name and Address of Member % of Member- ship Interest in Daily Engage Principal Amount of Closing Note issued on Closing Date Consideration Shares Year-One Earnout Cash Year-One Earnout Shares Year-Two Earnout Cash Year-Two Earnout Shares Year-Three Earnout Cash Year-Three Earnout Shares Hxxxx X. Xxxxxxxxxx 20 Xxxx Xxxx Bloomfield, NJ 07003 33 1/3 $ 100,000 275,059 $ 166,667.00 252,137 $ 166,667.00 199,055 $183,334.00 180,881 Gxxxxx X. Xxxxxxx 90 Xxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 33 1/3 $ 100,000 275,058 $ 166,667.00 252,137 $ 166,667.00 199,055 $183,333.00 180,881 Axxxxxx Xxxxxxxxxxxxx 100 Xxxxxxxxxxxx Xxxxxxx Xxxxxxx, XX 00000 33 1/3 $ 100,000 275,058 $ 166,666.00 252,137 $ 166,666.00 199,055 $183,333.00 180,881 Vxxxx Xxxxxx 6B/152 15th Floor SS Nagar, Sion East Mxxxxx 000000 Xxxxxxxxxxx, Xxxxx none $ 80,000 275,058 $ 0 252,136 $ 0 199,054 $0 180,880 Totals 100.0 $ 380,000 1,100,233 $ 500,000.00 1,008,547 $ 500,000.00 796,221 $550,000.00 723,523 1 SCHEDULE B Daily Engage Lenders Name and Address of Lender Date of Loan Agreement(s) Collateral Amount owed at September 18, 2017 Gibraltar $52,007 Capital Business Solutions $56,613 Exhibit A See Exhibit 10.3 to the 8-K Exhibit B See Exhibits 10.4 and 10.5 to the 8-K Exhibit C FORM OF LOCK UP LEAK OUT AGREEMENT THIS LOCK UP LEAK OUT AGREEMENT (the “Agreement”) is entered into as of this 19th day of September, 2017 (the “Effective Date”) by and between [Ÿ], an individual with his principal address at [·] (the “Member”) and Bright Mountain Media, Inc., a Florida corporation with its principal place of business located at 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 (“Bright Mountain”).
No Other Revisions. Except as expressly amended hereby, the Side Letter is and shall remain in full force and effect. If and to the extent there are any inconsistencies between the Side Letter and this Amendment, the terms of this Amendment shall control. This Amendment and the Side Letter together (in each case including all Schedules, Exhibits and Annexes thereto), contain the entire understanding between the parties (other than the GSO Commitment Letter, the Investor Agreements, and the fee letter agreement dated May 24, 2017 between CF Corp and GSO) with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters. The terms and provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 of the Side Agreement are incorporated herein and shall apply mutatis mutandis to this Amendment. Sincerely, CF CORPORATION By: /s/ Dxxxxxx Xxxxxx Name: Dxxxxxx Xxxxxx Title: Chief Financial Officer GSO CAPITAL PARTNERS LP By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Authorized Signatory Agreed to and accepted: BLACKSTONE TACTICAL OPPORTUNITIES FUND II L.P. By: /s/ Mxxxx X. Xxxx Name: Mxxxx X. Xxxx Title: Senior Managing Director FIDELITY NATIONAL FINANCIAL, INC. By: /s/ Mxxxxxx X. Xxxxxxxx Name: Mxxxxxx X. Xxxxxxxx Title: EVP, General Counsel and Corporate Secretary Exhibit A GSO Term Sheet Issuer: CF Corp, a corporation incorporated in the Cayman Islands Investors: Funds and accounts managed, advised or sub-advised by GSO Capital Partners LP and its affiliates (“GSO”) Funded Amount $275mm funded Security Preferred equity of CF Corp (“Preferred Equity”) Dividend Rate: 7.5% payable quarterly in cash for the first 10 years. After year 10, the interest rate shall reset quarterly to the greater of 7.5% and an annual interest rate equal to the then-current three-month LIBOR (provided, however, that in the event the three-month LIBOR is less than zero, the three-month LIBOR shall be deemed to be zero) + 5.5% payable quarterly in arrears. PIK available at CF Corp’s option. For the avoidance of doubt, the change to a floating dividend rate after year 10 will occur irrespective of the holder of the Preferred Equity. Maturity: Perpetual Call Protection: Non-callable for the first 5 years. From the start of the 6th year, callable in whole or in part, at par (including PIK and unpaid accrued dividends).
No Other Revisions. Except only as provided in this Amendment, all terms and conditions of the Master Agreement remain in full force and effect.
