CNS Pharmaceuticals, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc.Common Stock Purchase Warrant • October 17th, 2023 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______________, 20241 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5)-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to _____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Standard Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [__] 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2022, by and between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between CNS Pharmaceuticals, Inc. and as Representative of the Several UnderwritersUnderwriting Agreement • December 28th, 2020 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 36th Floor New York, New York 10022
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2021, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc.Pre-Funded Common Stock Purchase Warrant • December 1st, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2020 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 15, 2020, by and between CNS PHARMACEUTICALS, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
FORM OF COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC.Common Stock Purchase Warrant • December 8th, 2023 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [___] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___], 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to [___] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES E COMMON STOCK PURCHASE WARRANTSecurity Agreement • July 3rd, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 5, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 5, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to [__] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc.Placement Agent Common Stock Purchase Warrant • December 1st, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 30, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of October 11, 2022 by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).
PURCHASE AGREEMENTPurchase Agreement • September 21st, 2020 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2020, by and between CNS PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco:Placement Agent Agreement • October 24th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”) (the “Placement Agent”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement A
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 1st, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CNS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • July 26th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • February 12th, 2021 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc.Pre-Funded Common Stock Agreement • January 6th, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“ SI Securities”), Boustead Securities, LLC (“Boustead”), CNS Pharmaceuticals, Inc., a company incorporated in Delaware (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Selected Dealer Agreement by and between Boustead and SI Securities executed prior hereto (the “Selected Dealer Agreement”).
STRICTLY CONFIDENTIAL CNS Pharmaceuticals, Inc.Underwriting Agreement • January 6th, 2022 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CNS PHARMACEUTICALS, INC. Minimum: 1,000,000 Shares of Common Stock Maximum: 2,500,000 Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of 1,000,000 shares (the “Minimum Subscription”) and up to a maximum of 2,500,000 shares (the “Maximum Subscription”) of its common stock, $0.001 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriter (the “Underwriter”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering up to the Maximum Subscription are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined). The Company has also agreed to grant the Underwriter an option for a period of 45 days to purchase up to an additional 15% of the total number of Shares being offered in the Offering
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • October 12th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Offering Deposit Account Agency Agreement (this “Agreement”) is entered into as of ________________, by and between CNS Pharmaceuticals, Inc., a Nevada corporation with its principal office located at 2100 West Loop South, Suite 900, Houston, Texas 77027, (“Issuer”), FinTech Global Markets, Inc., a Delaware corporation with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Intermediary”) and FinTech Clearing, LLC, a Delaware limited liability company and FINRA registered Broker/Dealer, with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Deposit Account Agent”). Issuer, Intermediary and Deposit Account Agent shall collectively be referred to as “Parties”.
Form of Warrant Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE ON WHICH THE OFFERING IS QUALIFIED]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE OFFERING IS QUALIFIED].
July 3, 2024Financial Advisory Agreement • July 3rd, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by CNS Pharmaceuticals, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
FORM OF UNDERWRITERS’ WARRANT AGREEMENTUnderwriters' Warrant Agreement • July 16th, 2019 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco:Placement Agent Agreement • June 10th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”), Brookline Capital Markets, a division of Arcadia Securities. LLC (“Brookline” and together with A.G.P., the “Placement Agents”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agents shall serve as the exclusive placement agents for the Company, on a reasonable “best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) warrants (the “Common Warrants”) to purchase shares of Common Stock (the “Common Warrant Shares”) and (iii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares and Common Warrants, the “Securities”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agen
COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals Inc.Common Stock Purchase Warrant • June 15th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the “Initial Exercise Date” (which is the Issue Date) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals Inc, a Delaware corporation (the “Company”), up to ________________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.Terms of Use Agreement • October 12th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • California
SECTIONS 22(A) AND SECTION 22(B) OF THESE TERMS OF USE CONTAIN BINDING ARBITRATION CLAUSES AND CLASS ACTION WAIVERS. IF YOU LIVE IN THE UNITED STATES, THESE SECTIONS MAY AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES THAT YOU MAY HAVE WITH US. PLEASE READ THEM CAREFULLY.
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2019 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 14, 2019, by and between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”) having its principal place of business at 2100 West Loop South, Suite 900, Houston, TX 77027, and Christopher S. Downs (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”) having his office at 478 Cynthia Way, North Salt Lake, Utah 84054, or such other location of his choosing.
THIS INSTRUMENT HAS BEEN ISSUED PURSUANT TO SECTION 4(A)(6) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND NEITHER IT NOR ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES...Crowdfunding Simple Agreement for Future Equity • June 15th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the “Investor”) of $____________ (the “Purchase Amount”) on or about [Date of Crowd Safe], CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby issues to the Investor the right to certain shares of the Company’s capital stock, subject to the terms set forth below.
CONSULTING AGREEMENTConsulting Agreement • June 15th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations
This Consulting Agreement is effective as of July 27, 2017, by and between CNS Pharmaceuticals Inc., a Nevada corporation (the “Company”), with offices located at PO Box 79897, Houston, TX 77498, and Fresh Notion Financial Services (the “Consultant”), at PO Box 79897, Houston, TX 77498.
WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • July 26th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Waiver and Consent Agreement dated as of July 25, 2024 (the “Agreement”) is by and between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the undersigned Purchasers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain Securities Purchase and Exchange Agreement (the “SPA”) dated as of January 29, 2024 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”).
ContractPatent License Agreement • June 15th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This AMENDED AND RESTATED PATENT LICENSE AGREEMENT (the “Agreement”) effective as of December 28, 2017 (the “Effective Date”) is entered into by and between CNS Pharmaceuticals, Inc. (“CNS”), a Nevada corporation, having a business address of 2575 West Bellfort, Suite 225 Houston, TX 77054 and Houston Pharmaceuticals, Inc., (“HPI”), a Texas Corporation, having a business address of 4239 Emory St., Houston, TX 77005. CNS and HPI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Collaboration and Asset Purchase Agreement Between Reata Pharmaceuticals, Inc. and CNS Pharmaceuticals, Inc.Collaboration and Asset Purchase Agreement • June 15th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Collaboration and Asset Purchase Agreement (the “Agreement”) is made and entered into as of November 21, 2017 (the “Effective Date”), by and between Reata Pharmaceuticals, Inc., a Delaware corporation (“Reata”), having its principal place of business at 2801 Gateway Drive, Suite 150, Irving, TX 75063 and CNS Pharmaceuticals, Inc. (“CNS”), a Nevada corporation having its principal place of business at 14405 Walters Road, Suite 781, Houston, TX 77014. Reata and CNS are each referred to herein as a “Party” and collectively as the “Parties.”
ContractSublicense Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This SUBLICENSE AGREEMENT (the “Agreement”) effective as of August 31, 2018 (the “Effective Date”) is entered into by and between CNS Pharmaceuticals, Inc. (“CNS”), a Nevada corporation, having a business address of 2575 West Bellfort, Suite 225 Houston, TX 77054 and Animal Lifesciences, LLC (“ALI”), a Nevada limited liability company, having a business address of 8200 Westglen Dr. Houston, TX 77063. CNS and ALI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
