Sincerely, s/ Xxxx Xxxxx ---------------------------------------- Xxxx Xxxxx Senior Vice President ING Investors Trust ING Mutual Funds ING Variable Insurance Trust ACCEPTED AND AGREED TO: The Bank of New York By: /s/ Xxxxxx X. XxXxxx --------------------------------- Name: Xxxxxx X. XxXxxx Title: Managing Director, Duly Authorized 0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investors Trust Scottsdale, AZ 00000-0000 Fax: 000-000-0000 ING Mutual Funds xxx.xxxxxxxx.xxx ING Variable Insurance Trust AMENDED EXHIBIT A FUND EFFECTIVE DATE ---- ------------------ ING CORPORATE LEADERS TRUST FUND ING Corporate Leaders Trust - Series A May 17, 2004 ING Corporate Leaders Trust - Series B May 17, 2004 ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Fundamental Research Fund December 28, 2005 ING LargeCap Growth Fund June 9, 2003 ING LargeCap Value Fund February 1, 2004 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Choice Fund February 1, 2005 ING MidCap Value Fund June 9, 2003 ING Opportunistic LargeCap Fund December 28, 2005 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX February 2, 2004 ING Principal Protection Fund X May 3, 2004 ING Principal Protection Fund XI August 16, 2004 ING Principal Protection Fund XII November 15, 2004 ING Principal Protection Fund XIII TBD ING Principal Protection Fund XIV TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Choice Fund February 1, 2005 ING SmallCap Value Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING Institutional Prime Money Market Fund July 29, 2005 ING Intermediate Bond Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING ...
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limit...
Sincerely,. E-1 EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ [[WNCs_Partnership_Name]] c/o WNC & Associates, Inc. 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Re:[[PshipPartnership]] Dear Ladies and Gentlemen: The undersigned [[General_Contractor_Company_Name]], (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in [[Apart_City]], [[Apart_County]] County, [[Apart_State]] (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for [[PshipPartnership]] is paid in full. o Contractor acknowledges that [[PshipPartnership]] is not in violation with terms and conditions of the contractual documents related to the Apartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS AlternativeDepreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using m...
Sincerely,. EXHIBIT G TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 199____ WNC Housing Tax Credit Fund VI, L.P. Series 5 c/o WNC & Associates, Inc. 3158 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Xx: Apartment Housing of Theoxxxx, XXD Dear Ladies and Gentlemen: The undersigned Jerrx Xxxxx Xxilders, Inc., (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Theodore, Mobile County, Alabama (hereinafter known as the "Project"). Contractor makes the following representations and warranties regarding Work at the Project. o Work on said Project has been performed and completed in accordance with the plans and specifications for the Project. o Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for Apartment Housing of Theoxxxx, XXD is paid in full. o Contractor acknowledges that Apartment Housing of Theoxxxx, XTD is not in violation with terms and conditions of the contractual documents related to the Project. o Contractor warrants that all parties who have supplied Work for improvement of the Project have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- -----...
Sincerely,. Xxxxxxx Xxxxxx,
Sincerely,. Name: Xxxxxx Xxxxxxxxx Accepted and agreed: TAILWIND FINANCIAL INC. By: --------------------------- Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
Sincerely, s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Sincerely,. Xxxx Xxxxxxxxx Agreed to and accepted this ___ day of _________, 2000 Merck-Medco Managed Care, L.L.C. By:________________________ Name:______________________ Title:_______________________ Exhibit B to Employment Agreement Option Terms ------------ -------------------------------------------------------------------------------- Option Type: Non-qualified stock option -------------------------------------------------------------------------------- Term: 10 years from date of grant (the "Expiration Date") -------------------------------------------------------------------------------- Vesting Date: Earlier of date of death and 2nd anniversary of grant date, provided the Executive is an employee of Merck-Medco on the applicable date -------------------------------------------------------------------------------- Exercise Price: Fair market value on date of grant -------------------------------------------------------------------------------- Effect of termination of see chart below Employment: -------------------------------------------------------------------------------- Effect of Termination of Employment: ----------------------------------- -------------------------------------------------------------------------------- Due to death options are exercisable by the estate for 3 years from date of death (but not later than the Expiration Date) -------------------------------------------------------------------------------- By the Company for "Cause" (as defined options lapse on the termination of in the Employment Agreement). employment date -------------------------------------------------------------------------------- By the Company without Cause (other Options to purchase a number of shares than death) or by the Executive for equal to the product (rounded to the "Good Reason" (as defined in the nearest whole number) of (a) the total Employment Agreement) during the number of shares subject to the option 2-year period beginning on the date of multiplied by (b) a fraction, the grant. numerator of which is the number of full calendar months the Executive has been employed by the Company (excluding any period the Executive is on unpaid inactive status due to the application of Paragraph 8.2(e) of the Employment Agreement) since the option grant date and the denominator of which is 24, are exercisable by the Executive for a period beginning on the date the Executive's active employment with the Company is terminated and ending on the 5th anniversary of the gr...
Sincerely,. Xxxxx X.
Sincerely,. By: Rxxx Capital Partners, LLC /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Member Acknowledged and Agreed: Rxxx XX Acquisition I Co. By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Chief Executive Officer May 4, 2020 Rxxx XX Acquisition I Co. 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Cxxxx-Xxxxxx Capital Group LLC 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rxxx XX Acquisition I Co., a Delaware corporation (the “Company”) and Rxxx Capital Partners, LLC and Cxxxx-Xxxxxx Capital Group LLC (the “Representatives”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof. In order to induce the Company and the Representatives to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
