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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/25/20 NTN Buzztime Inc. S-4/A 207:22M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 4.43M
- Securities for a Merger
2: EX-5.1 Opinion of Counsel re: Legality HTML 58K
3: EX-10.16(A) Material Contract HTML 72K
4: EX-10.16(B) Material Contract HTML 74K
5: EX-10.17(A) Material Contract HTML 72K
6: EX-10.17(B) Material Contract HTML 58K
7: EX-10.17(C) Material Contract HTML 74K
8: EX-10.17(D) Material Contract HTML 66K
9: EX-10.18 Material Contract HTML 74K
10: EX-10.19(A) Material Contract HTML 235K
11: EX-10.19(B) Material Contract HTML 61K
12: EX-10.19(C) Material Contract HTML 72K
13: EX-10.20 Material Contract HTML 126K
14: EX-10.21 Material Contract HTML 68K
15: EX-10.22 Material Contract HTML 71K
16: EX-10.23(A) Material Contract HTML 284K
17: EX-10.23(B) Material Contract HTML 63K
18: EX-10.23(C) Material Contract HTML 66K
19: EX-10.23(D) Material Contract HTML 101K
20: EX-10.24(A) Material Contract HTML 219K
21: EX-10.24(B) Material Contract HTML 77K
22: EX-10.24(C) Material Contract HTML 66K
23: EX-23.4 Consent of Expert or Counsel HTML 54K
24: EX-23.5 Consent of Expert or Counsel HTML 54K
25: EX-99.1 Miscellaneous Exhibit HTML 53K
27: EX-99.10 Miscellaneous Exhibit HTML 54K
28: EX-99.11 Miscellaneous Exhibit HTML 54K
29: EX-99.12 Miscellaneous Exhibit HTML 54K
30: EX-99.13 Miscellaneous Exhibit HTML 54K
26: EX-99.9 Miscellaneous Exhibit HTML 54K
37: R1 Document and Entity Information HTML 68K
38: R2 Condensed Consolidated Balance Sheets HTML 171K
39: R3 Condensed Consolidated Balance Sheets HTML 83K
(Parenthetical)
40: R4 Condensed Consolidated Statements of Operations HTML 134K
and Comprehensive Loss (Unaudited)
41: R5 Condensed Consolidated Statements of Operations HTML 56K
and Comprehensive Loss (Unaudited) (Parenthetical)
42: R6 Condensed Consolidated Statements of Shareholders' HTML 122K
Equity (Unaudited)
43: R7 Condensed Consolidated Statements of Cash Flows HTML 195K
(Unaudited)
44: R8 Condensed Balance Sheets (Brooklyn HTML 144K
ImmunoTherapeutics, LLC)
45: R9 Condensed Statements of Operations (Unaudited) HTML 103K
(Brooklyn ImmunoTherapeutics, LLC)
46: R10 Condensed Statements of Changes in Members' Equity HTML 149K
(Brooklyn ImmunoTherapeutics, LLC)
47: R11 Condensed Statements of Cash Flows (Brooklyn HTML 265K
ImmunoTherapeutics, LLC)
48: R12 Basis of Presentation HTML 62K
49: R13 Organization of Company HTML 61K
50: R14 Merger Agreement and Asset Purchase Agreement HTML 60K
51: R15 Covid-19-Update HTML 59K
52: R16 Going Concern Uncertainty HTML 66K
53: R17 Summary of Significant Accounting Policies And HTML 131K
Estimates
54: R18 Restricted Cash HTML 59K
55: R19 Fixed Assets, Net HTML 65K
56: R20 Fair Value of Financial Instruments HTML 62K
57: R21 Accrued Compensation HTML 61K
58: R22 Concentrations of Risk HTML 60K
59: R23 Revenue Recognition HTML 112K
60: R24 Basic and Diluted Earnings Per Common Share HTML 59K
61: R25 Shareholders' Equity HTML 116K
62: R26 Income Taxes HTML 87K
63: R27 Debt HTML 66K
64: R28 Long-term Debt HTML 59K
65: R29 Leases HTML 110K
66: R30 Commitments and Contingencies HTML 58K
67: R31 Disposition of Site Equipment to Be Installed and HTML 61K
Fixed Assets
68: R32 Software Development Costs HTML 60K
69: R33 Goodwill HTML 66K
70: R34 Accumulated Other Comprehensive Income HTML 59K
71: R35 Recent Accounting Pronouncements HTML 65K
72: R36 Retirement Savings Plan HTML 57K
73: R37 Subsequent Events HTML 65K
74: R38 Organization and Description of Business HTML 65K
Operations (Brooklyn ImmunoTherapeutics, LLC)
75: R39 Description of Business (Brooklyn HTML 57K
ImmunoTherapeutics, LLC) (10-K)
76: R40 Going Concern (Brooklyn ImmunoTherapeutics, LLC) HTML 72K
77: R41 Basis of Presentation and Summary of Significant HTML 72K
Accounting Policies (Brooklyn ImmunoTherapeutics,
LLC)
78: R42 Summary of Significant Accounting Policies HTML 150K
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
79: R43 Merger With NTN Buzztime, Inc (Brooklyn HTML 59K
ImmunoTherapeutics, LLC)
80: R44 Fair Value of Financial Instruments (Brooklyn HTML 74K
ImmunoTherapeutics, LLC)
81: R45 Business Combination (Brooklyn ImmunoTherapeutics, HTML 61K
LLC) (10-K)
82: R46 Property and Equipment (Brooklyn HTML 76K
ImmunoTherapeutics, LLC)
83: R47 Goodwill and in Process Research and Development HTML 56K
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
84: R48 Security Deposits and Other Assets (Brooklyn HTML 58K
ImmunoTherapeutics, LLC)
85: R49 Accrued Expenses (Brooklyn ImmunoTherapeutics, HTML 65K
LLC)
86: R50 Investor Deposits (Brooklyn ImmunoTherapeutics, HTML 55K
LLC) (10-K)
87: R51 Loans Payable (Brooklyn ImmunoTherapeutics, LLC) HTML 68K
88: R52 Loans Payable and Loans Payable to Related Parties HTML 59K
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
89: R53 Commitments and Contingencies (Brooklyn HTML 82K
ImmunoTherapeutics, LLC)
90: R54 Stock-Based Compensation (Brooklyn HTML 62K
ImmunoTherapeutics, LLC)
91: R55 Members' Equity (Brooklyn ImmunoTherapeutics, LLC) HTML 57K
92: R56 Stockholders' Deficiency and Members' Equity HTML 75K
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
93: R57 Income Tax (Brooklyn ImmunoTherapeutics, LLC) HTML 101K
(10-K)
94: R58 Subsequent Events (Brooklyn ImmunoTherapeutics, HTML 72K
LLC)
95: R59 Summary of Significant Accounting Policies And HTML 180K
Estimates (Policies)
96: R60 Basis of Presentation and Summary of Significant HTML 96K
Accounting Policies (Policies) (Brooklyn
ImmunoTherapeutics, LLC)
97: R61 Summary of Significant Accounting Policies HTML 129K
(Policies) (Brooklyn ImmunoTherapeutics, LLC)
(10-K)
98: R62 Summary of Significant Accounting Policies And HTML 118K
Estimates (Tables)
99: R63 Fixed Assets, Net (Tables) HTML 66K
100: R64 Accrued Compensation (Tables) HTML 59K
101: R65 Revenue Recognition (Tables) HTML 118K
102: R66 Shareholders' Equity (Tables) HTML 100K
103: R67 Income Taxes (Tables) HTML 84K
104: R68 Leases (Tables) HTML 95K
105: R69 Goodwill (Tables) HTML 63K
106: R70 Business Combination (Tables) (Brooklyn HTML 60K
ImmunoTherapeutics, LLC) (10-K)
107: R71 Fair Value of Financial Instruments (Tables) HTML 63K
(Brooklyn ImmunoTherapeutics, LLC)
108: R72 Property and Equipment (Tables) (Brooklyn HTML 70K
ImmunoTherapeutics, LLC)
109: R73 Accrued Expenses (Tables) (Brooklyn HTML 64K
ImmunoTherapeutics, LLC)
110: R74 Commitments and Contingencies (Tables) (Brooklyn HTML 59K
ImmunoTherapeutics, LLC) (10-K)
111: R75 Stockholders' Deficiency and Members' Equity HTML 83K
(Tables) (Brooklyn ImmunoTherapeutics, LLC) (10-K)
112: R76 Income Tax (Tables) (Brooklyn ImmunoTherapeutics, HTML 89K
LLC) (10-K)
113: R77 Basis of Presentation (Details Narrative) HTML 55K
114: R78 Organization of Company (Details Narrative) (10-K) HTML 61K
115: R79 Merger Agreement and Asset Purchase Agreement HTML 74K
(Details Narrative)
116: R80 Covid-19-Update (Details Narrative) HTML 60K
117: R81 Going Concern Uncertainty (Details Narrative) HTML 97K
118: R82 Going Concern Uncertainty (Details Narrative) HTML 78K
(10-K)
119: R83 Summary of Significant Accounting Policies and HTML 199K
Estimates (Details Narrative) (10-K)
120: R84 Summary of Significant Accounting Policies and HTML 78K
Estimates - Schedule of Disaggregation of Revenues
(Details) (10-K)
121: R85 Summary of Significant Accounting Policies and HTML 61K
Estimates - Schedule of Revenues Geographic
Breakdown (Details) (10-K)
122: R86 Summary of Significant Accounting Policies and HTML 65K
Estimates - Schedule of Contract Liabilities
(Details) (10-K)
123: R87 Summary of Significant Accounting Policies and HTML 63K
Estimates - Schedule of Unamortized Installation
Cost and Sales Commissions (Details) (10-K)
124: R88 Restricted Cash (Details Narrative) HTML 72K
125: R89 Restricted Cash (Details Narrative) (10-K) HTML 75K
126: R90 Fixed Assets, Net (Details Narrative) (10-K) HTML 56K
127: R91 Fixed Assets, Net - Schedule of Property and HTML 70K
Equipment (Details) (10-K)
128: R92 Fixed Assets, Net - Schedule of Asset Geographic HTML 59K
Breakdown (Details) (10-K)
129: R93 Accrued Compensation - Schedule of Accrued HTML 66K
Compensation (Details) (10-K)
130: R94 Concentrations of Risk (Details Narrative) (10-K) HTML 75K
131: R95 Revenue Recognition - (Details Narrative) HTML 62K
132: R96 Revenue Recognition - Schedule of Disaggregates HTML 78K
Material Revenue (Details)
133: R97 Revenue Recognition - Schedule of Revenues HTML 62K
Geographic Breakdown (Details)
134: R98 Revenue Recognition - Schedule of Contract HTML 66K
Liabilities (Details)
135: R99 Revenue Recognition - Schedule of Unamortized HTML 64K
Installation Cost and Sales Commissions (Details)
136: R100 Basic and Diluted Earnings Per Common Share HTML 57K
(Details Narrative)
137: R101 Basic and Diluted Earnings Per Common Share HTML 57K
(Details Narrative) (10-K)
138: R102 Shareholders' Equity (Details Narrative) HTML 102K
139: R103 Shareholders' Equity (Details Narrative) (10-K) HTML 171K
140: R104 Shareholders' Equity - Schedule of Weighted HTML 64K
Average Assumptions (Details)
141: R105 Shareholders' Equity - Schedule of Weighted HTML 64K
Average Assumptions (Details) (10-K)
142: R106 Shareholders' Equity - Schedule of Restricted HTML 58K
Stock and Common Stock Unit Vested (Details)
143: R107 Shareholders' Equity - Summary of Stock Option HTML 104K
Activity (Details) (10-K)
144: R108 Shareholders' Equity - Summary of Restricted Stock HTML 76K
Unit Activity (Details) (10-K)
145: R109 Shareholders' Equity - Summary of Warrant HTML 77K
Activities (Details) (10-K)
146: R110 Income Taxes (Details Narrative) (10-K) HTML 71K
147: R111 Income Taxes - Schedule of Current and Deferred HTML 89K
Income Tax Provision (Benefit) (Details) (10-K)
148: R112 Income Taxes - Schedule of Deferred Tax Assets and HTML 95K
Liabilities (Details) (10-K)
149: R113 Income Taxes - Schedule of Reconciliation of HTML 72K
Expected Income Taxes (Details) (10-K)
150: R114 Debt (Details Narrative) HTML 159K
151: R115 Long-term Debt (Details Narrative) (10-K) HTML 88K
152: R116 Leases (Details Narrative) HTML 122K
153: R117 Leases (Details Narrative) (10-K) HTML 78K
154: R118 Leases - Schedule of Operating Lease Right-of-use HTML 79K
Assets and Liabilities (Details)
155: R119 Leases - Schedule of Operating Lease Right-of-use HTML 74K
Assets and Liabilities (Details) (10-K)
156: R120 Leases - Schedule of Maturities of Operating HTML 74K
Leases (Details) (10-K)
157: R121 Leases - Schedule of Financing Lease Right-of-use HTML 67K
Assets and Liabilities (Details)
158: R122 Leases - Schedule of Financing Lease Right-of-use HTML 66K
Assets and Liabilities (Details) (10-K)
159: R123 Leases - Schedule of Maturities of Financing HTML 64K
Leases (Details)
160: R124 Leases - Schedule of Maturities of Financing HTML 65K
Leases (Details) (10-K)
161: R125 Disposition of Site Equipment to Be Installed and HTML 70K
Fixed Assets (Details Narrative)
162: R126 Software Development Costs (Details Narrative) HTML 62K
163: R127 Goodwill (Details Narrative) HTML 60K
164: R128 Goodwill (Details Narrative) (10-K) HTML 60K
165: R129 Goodwill - Schedule of Goodwill (Details) HTML 63K
166: R130 Goodwill - Schedule of Goodwill (Details) (10-K) HTML 64K
167: R131 Accumulated Other Comprehensive Income (Details HTML 57K
Narrative)
168: R132 Accumulated Other Comprehensive Income (Details HTML 57K
Narrative) (10-K)
169: R133 Retirement Savings Plan (Details Narrative) (10-K) HTML 57K
170: R134 Subsequent Events (Details Narrative) HTML 63K
171: R135 Subsequent Events (Details Narrative) (10-K) HTML 121K
172: R136 Going Conern (Details Narrative) (Brooklyn HTML 68K
ImmunoTherapeutics, LLC)
173: R137 Basis of Presentation and Summary of Significant HTML 62K
Accounting Policies (Details Narrative) (Brooklyn
ImmunoTherapeutics, LLC)
174: R138 Merger With NTN Buzztime, Inc (Details Narrative) HTML 68K
(Brooklyn ImmunoTherapeutics, LLC)
175: R139 Fair Value of Financial Instruments (Details HTML 61K
Narrative) (Brooklyn ImmunoTherapeutics, LLC)
176: R140 Fair Value of Financial Instruments - Schedule of HTML 64K
Fair Value of Liabilities (Details) (Brooklyn
ImmunoTherapeutics, LLC)
177: R141 Property and Equipment (Details Narrative) HTML 56K
(Brooklyn ImmunoTherapeutics, LLC)
178: R142 Property and Equipment - Schedule of Property and HTML 68K
Equipment (Details) (Brooklyn ImmunoTherapeutics,
LLC)
179: R143 Security Deposits and Other Assets (Details HTML 62K
Narrative) (Brooklyn ImmunoTherapeutics, LLC)
180: R144 Accrued Expenses (Details) (Brooklyn HTML 67K
ImmunoTherapeutics, LLC)
181: R145 Loans Payable (Details Narrative) (Brooklyn HTML 59K
ImmunoTherapeutics, LLC)
182: R146 Commitments and Contingencies (Details Narrative) HTML 99K
(Brooklyn ImmunoTherapeutics, LLC)
183: R147 Stock-Based Compensation (Details Narrative) HTML 56K
(Brooklyn ImmunoTherapeutics, LLC)
184: R148 Members' Equity (Details Narrative) (Brooklyn HTML 67K
ImmunoTherapeutics, LLC)
185: R149 Going Conern (Details Narrative) (Brooklyn HTML 86K
ImmunoTherapeutics, LLC) (10-K)
186: R150 Summary of Significant Accounting Policies HTML 72K
(Details Narrative) (Brooklyn ImmunoTherapeutics,
LLC) (10-K)
187: R151 Business Combination (Details Narrative) (Brooklyn HTML 63K
ImmunoTherapeutics, LLC) (10-K)
188: R152 Business Combination - Schedule of Purchase Price HTML 83K
for Acquisition (Details) (Brooklyn
ImmunoTherapeutics, LLC) (10-K)
189: R153 Property and Equipment (Details Narative) HTML 63K
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
190: R154 Property and Equipment - Schedule of Property and HTML 68K
Equipment (Details) (Brooklyn ImmunoTherapeutics,
LLC) (10-K)
191: R155 Goodwill and in Process Research and Development HTML 59K
(Details Narrative) (Brooklyn ImmunoTherapeutics,
LLC) (10-K)
192: R156 Security Deposits and Other Assets (Details HTML 65K
Narrative) (Brooklyn ImmunoTherapeutics, LLC)
(10-K)
193: R157 Accrued Expenses (Details) (Brooklyn HTML 70K
ImmunoTherapeutics, LLC) (10K)
194: R158 Investor Deposits (Details Narrative) (Brooklyn HTML 55K
ImmunoTherapeutics, LLC) (10-K)
195: R159 Loans Payable and Loans Payable to Related Parties HTML 101K
(Details Narrative) (Brooklyn ImmunoTherapeutics,
LLC) (10-K)
196: R160 Commitments and Contingencies (Details Narrative) HTML 130K
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
197: R161 Commitments and Contingencies - Schedule of Future HTML 72K
Commitments of Operating Lease (Details) (Brooklyn
ImmunoTherapeutics, LLC)
198: R162 Stockholders' Deficiency and Members' Equity HTML 167K
(Details Narrative) (Brooklyn ImmunoTherapeutics,
LLC) (10-K)
199: R163 Stockholders' Deficiency and Members' Equity - HTML 92K
Schedule of Stock Option Activity (Details)
(Brooklyn ImmunoTherapeutics, LLC) (10-K)
200: R164 Stockholders' Deficiency and Members' Equity - HTML 70K
Schedule of Stock Options Outstanding and
Exercisable (Details) (Brooklyn
ImmunoTherapeutics, LLC) (10-K)
201: R165 Income Tax (Details Narrative) (Brooklyn HTML 61K
ImmunoTherapeutics, LLC) (10-K)
202: R166 Income Tax - Schedule of Income Tax Benefit HTML 84K
(Details) (Brooklyn ImmunoTherapeutics, LLC)
(10-K)
203: R167 Income Tax - Schedule of Deferred Tax Assets and HTML 61K
Liabilities (Details) (Brooklyn
ImmunoTherapeutics, LLC) (10-K)
204: R168 Subsequent Events (Details Narrative) (Brooklyn HTML 61K
ImmunoTherapeutics, LLC) (10-K)
206: XML IDEA XML File -- Filing Summary XML 371K
205: EXCEL IDEA Workbook of Financial Reports XLSX 284K
31: EX-101.INS XBRL Instance -- ntn-20200930 XML 3.47M
33: EX-101.CAL XBRL Calculations -- ntn-20200930_cal XML 459K
34: EX-101.DEF XBRL Definitions -- ntn-20200930_def XML 2.03M
35: EX-101.LAB XBRL Labels -- ntn-20200930_lab XML 2.11M
36: EX-101.PRE XBRL Presentations -- ntn-20200930_pre XML 2.34M
32: EX-101.SCH XBRL Schema -- ntn-20200930 XSD 461K
207: ZIP XBRL Zipped Folder -- 0001493152-20-022484-xbrl Zip 337K
Exhibit 10.16(a)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH [***]
Brooklyn Immunotherapeutics LLC
_________, 2018
Dear Ronald Guido:
We are pleased to offer you the position of Senior Vice President, Regulatory Affairs and Quality Systems, with Brooklyn Immunotherapeutics LLC, a Delaware limited liability company (the “Company”), with appropriate responsibilities for such role. This letter will set forth the economic and key employment conditions of our employment offer, all of which terms are conditional on your signing and delivering a copy of this letter and the Employee Non- Disclosure, Non-Competition and Assignment of Inventions Agreement attached as Attachment A to this letter (the “Non-Disclosure Agreement”).
1. Salary. You will earn a base compensation of $275,000 per annum, which shall cover all hours worked, payable in the manner that salary is paid by the Company to employees generally, and subject to customary tax deductions. Your salary will be reviewed annually and any upward adjustments will be within the discretion of the Company’s Board of Managers (the “Board”) or Officers (as the case may be) consistent with the Company’s policies and based on your performance and/or contributions to the Company.
2. Bonus. You will be eligible to receive an annual performance bonus. The Company will target the bonus at 25% of your annual salary rate. The actual bonus percentage will be subject to a reasonable and objective assessment by the Board of your performance, as well as business conditions of the Company.
3. Equity Incentives. Subject to your becoming employed by the Company and entering into an applicable Unit Restriction Agreement (the “Equity Agreement”), you will be granted 500 Common Units of the Company (subject to approval of the Board of the Company) on the terms and subject to the conditions in the Company’s Limited Liability Company Agreement and the Equity Agreement.
4. Benefits. You and your family members will be eligible to participate in the Company’s health and benefits plans and life and disability insurance plans in accordance with the Company’s current eligibility requirements. The Company reserves the right to terminate, in accordance with applicable law, change or modify any or all aspects of the benefits program at any time including the right to increase the co-payment for health insurance in the future. You will receive no less than four (4) weeks of vacation per year, as accrued in accordance with the Company’s vacation policy.
Brooklyn Army Terminal, 140 58th Street, Bldg. A, Loading Dock 9, Brooklyn, NY 11220
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5. Termination Benefits. In the event of the termination of your employment for any reason, the Company shall pay you your base salary through your last day of employment (the “Date of Termination”) as well as the amount of any documented expenses properly incurred by you on behalf of the Company prior to any such termination and not yet reimbursed (the “Accrued Obligations”).
| (a) | In the event the Company terminates your employment without Cause, and provided you (i) enter into, do not revoke and comply with the terms of a separation agreement in a form provided by the Company which shall include a general release of claims against the Company and related persons and entities (the “Release”) within 60 days after the Date of Termination; (ii) resign from any and all positions, including, without implication of limitation, as a manager, director, trustee or officer, that you then hold with the Company and any affiliate of the Company; and (iii) return all Company property and comply with any instructions related to deleting and purging duplicates of such Company property, the Company will provide you with a continuation of your base salary for a nine (9) month period that immediately follows the Date of Termination (the “Severance Payments”). | |
| (b) | In the event the conditions of Section 5(a) are satisfied, the applicable Severance Payments shall commence within 60 days after the Date of Termination and shall be made on the Company’s regular payroll dates; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the applicable Severance Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll period between the Date of Termination and first Severance Payment date, the first Severance Payment shall include a “catch up” payment. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, each Severance Payment is considered a separate payment. | |
| (c) | In the event your employment is terminated as a result of your (i) death, (ii) disability, (iii) resignation, (iv) termination for Cause by the Company, or (v) any other termination of your employment that is not defined in Section 5(a) of this letter, you will be entitled to the Accrued Obligations but you will not be entitled to any Severance Payments. |
For purposes of this Section 5, “Cause” means: (i) conduct by you in connection with your service to the Company that is fraudulent, unlawful, or grossly negligent; (ii) your material breach of your material responsibilities to the Company or your willful failure to comply with lawful directives of the Company or written policies of the Company; (iii) breach by you of your representations, warranties, covenants and/or obligations under this Agreement; (iv) material misconduct by you which seriously discredits or damages the Company or any of its affiliates, and/or (v) your failure (non-feasance) to perform your duties or responsibilities to the Company as determined in good faith by the Company after written notice to you and a reasonable opportunity to cure that shall not exceed thirty (30) days.
| 6. | Key Employment Conditions. |
| (a) | You will devote your full working time, attention and energies to the business of the Company in a loyal and conscientious manner and to the best of your abilities and experience. |
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| (b) | As a condition to your employment, you will enter into the Company’s Non-Disclosure, Non-Competition & Assignment of Inventions Agreement. |
| (c) | You and the Company agree that any dispute arising out of or related to the employment relationship between you and the Company or any employee of the Company, including, but not limited to, the termination of that relationship, breach of agreement, and any allegations of wrongful termination, fraud, emotional distress, harassment, or unfair or discriminatory treatment arising under state or federal law or otherwise, shall be resolved by final and binding arbitration under the auspices of the American Arbitration Association, except where the law specifically forbids the use of arbitration as a final and binding remedy. This agreement to arbitrate waives the parties’ rights to litigate their disputes in court or receive a jury trial. |
| (d) | Notwithstanding any provision contained in this letter agreement, your employment at the Company is “at will” and you or the Company are free to terminate the employment relationship at any time, with or without Cause of any nature and with or without notice. |
| (e) | This offer is contingent upon approval of the Board and satisfactory completion of a pre-employment background investigation, at the Company’s option. This background investigation will consist of verification of previous employment and education. All information related to these items will be requested of you pursuant to the Company’s standard application for employment. If the results of the pre-employment background check are not satisfactory, or it is found that you falsified or did not disclose relevant information on your application, this offer of employment will be null and void. |
IN ACCORDANCE WITH THE FEDERAL IMMIGRATION REFORM ACT OF 1986, THIS OFFER IS CONTINGENT UPON YOUR BEING ABLE TO FURNISH THE COMPANY WITH DOCUMENTS (I.E., SOCIAL SECURITY CARD, BIRTH CERTIFICATE, AND PHOTO ID OR PASSPORT) ON THE DAY YOU REPORT TO WORK, WHICH WILL ESTABLISH THAT YOU ARE LEGALLY ENTITLED TO WORK IN THE UNITED STATES.
| 7. | Commencement Date. The “Commencement Date” of your employment shall be ___________, 2018. |
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We are very excited to have you join the team and become an integral part of a cutting edge immunotherapy company. If the terms of this letter are acceptable to you, please execute the enclosed copy of this letter and return it to me via email.
We look forward to a mutually rewarding relationship.
| Very truly yours, | ||
| BROOKLYN IMMUNOTHERAPEUTICS LLC | ||
| By: | /s/ Charles R. Cherington | |
| Name: | Charles R. Cherington | |
| Title: | Manager | |
| AGREED TO AND ACCEPTED BY: | |||
| EMPLOYEE: | |||
| Ronald Guido | |||
| (print or type name) | |||
| Signature: | /s/ Ronald Guido | Date: 10/30/2018 | |
| Name: | Ronald Guido | ||
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ATTACHMENT A
BROOKLYN
IMMUNOTHERAPEUTICS LLC
EMPLOYEE NON-DISCLOSURE, NON-COMPETITION
AND ASSIGNMENT OF INVENTIONS AGREEMENT
[* * *]
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/01/22 Eterna Therapeutics Inc. 10-K/A 12/31/21 92:11M Broadridge Fin’l So… Inc 4/15/22 Eterna Therapeutics Inc. 10-K 12/31/21 95:10M Broadridge Fin’l So… Inc 11/23/21 Eterna Therapeutics Inc. S-1/A 2:185K Broadridge Fin’l So… Inc 11/18/21 Eterna Therapeutics Inc. S-1 4:602K Broadridge Fin’l So… Inc 5/27/21 Eterna Therapeutics Inc. S-1 4:660K Broadridge Fin’l So… Inc 4/30/21 Eterna Therapeutics Inc. S-1 8:2.2M Broadridge Fin’l So… Inc 1/20/21 Eterna Therapeutics Inc. S-4/A 1/19/21 182:20M M2 Compliance LLC/FA 12/22/20 Eterna Therapeutics Inc. S-4/A 183:20M M2 Compliance LLC/FA |