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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(b)
UNIT RESTRICTION AGREEMENT
This UNIT RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of ________________, 2018 by and between Brooklyn Immunotherapeutics LLC, a Delaware limited liability company (the “Company”) and Ronald Guido (“Employee”).
Introduction
The Company is issuing to Employee on the date hereof a profits interest represented by 500 Common Units, as defined and described in the Company’s Limited Liability Company Agreement (as amended, restated, modified or supplemented from time to time, the “LLC Agreement”), which Units represent 0.50% of the Common Units of the Company as of the date hereof, (collectively, the “Units”). The Units are intended to be “profits interests” for U.S. Federal income tax purposes. It is a condition of the issuance of the Units that Employee enter into this Agreement and, to the extent Employee is not already a party thereto, execute a supplemental signature page to the LLC Agreement pursuant to which Employee becomes a party to the LLC Agreement and agrees to be bound by all of the provisions thereof as a “Member” thereunder. Capitalized terms used in this Agreement without definition shall have the meanings given to them in the LLC Agreement.
This Agreement is intended to constitute the grant of a “partnership profits interest for services provided to or for the benefit of the Company” by Employee, as contemplated by Revenue Procedure 93-27 as clarified by Revenue Procedure 2001-43. The issuance of the Units is not intended to entitle Employee to a distribution of the Company’s profits and gains accrued prior to the date hereof. The Distribution Threshold applicable to the Units is $100,000,000.
NOW, THEREFORE, in consideration of services to be rendered by Employee to the Company and its subsidiaries and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Issuance of Units; Vesting and Forfeiture of Units.
(a) Issuance of Units; Acceptance of LLC Agreement. The Company hereby issues to Employee, and Employee hereby accepts from the Company, the Units. Employee hereby acknowledges receipt of a copy of the LLC Agreement and agrees to be bound by all of the terms and conditions of the LLC Agreement including, without limitation, those contained in Section 3.5 thereof.
(b) Forfeiture. At such time, or from time to time, when it is determinable that some or all of the Units will not vest in accordance with Section 1(c) of this Agreement, the Units that will not vest will be deemed automatically, and without further action by any party hereto, to be forfeited and returned to the Company and will no longer be outstanding. Employee shall cause all such forfeited Units to be free and clear of all liens, restrictions, security interests and encumbrances, except for restrictions under this Agreement and the LLC Agreement.
(c) Vesting.
(i) Time Based Vesting. Subject to the other provisions of this Section 1(c), 25% of the Units shall vest on the first anniversary of the date hereof, and the remainder of the Units shall vest on a straight line basis, 6.25% on the last day of each succeeding fiscal quarter, until the fourth anniversary of the date hereof (when all Units unvested as of such date shall vest), so long as Employee is an employee of a Related Company through and on each such date.
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(ii) Sale or Public Offering. 100% of the Units shall become vested if Employee is an employee of a Related Company at the time of a Sale or the sale by the Company (or any successor) of securities in a Public Offering.
(iii) Termination of Services. Notwithstanding any other provision in this Agreement to the contrary: (A) no Units will vest after termination of Employee’s employment, for any reason; (B) if Employee’s employment is terminated by Employee for any reason, or by a Related Company, for Cause, none of the Units will thereafter be considered vested (including any portion thereof that had previously vested under any other provision of this Agreement); and (C) if the employment of Employee terminates for any reason other than as set forth in the forgoing clause (B), then the portion of the Units which had vested as of the date on which Employee’s employment terminated shall remain vested. “Cause”, with respect to Employee, shall mean (A) the meaning specified in the employment or consulting agreement between such Person and a Related Company, or (B) if there is no such employment or consulting agreement (or if no such meaning is specified therein), the good faith determination of the Management Board that such Person has: (1) breached any fiduciary duty or legal or contractual obligation to any Related Company or to the Company’s direct or indirect equity holders and has failed to cure such breach within 10 days of being notified thereof (if such breach is susceptible to cure), or engaged in conduct tending to bring a Related Company into substantial public disgrace or disrepute; (2) failed to perform such Employee Member’s material duties to any Related Company; (3) engaged in insubordination, willful misconduct, a willful violation of any material law, fraud, embezzlement, acts of disloyalty or dishonesty, or a conflict of interest relating to the affairs of any Related Company; or (4) been convicted of or pleaded nolo contendere to (y) any misdemeanor relating to the affairs of any Related Company or (z) any felony.
2. Restrictions on Transfer; Transferees of Employee. Notwithstanding anything to the contrary contained herein, Employee may not transfer any Units (except to the Company) unless such transfer is made in compliance with the LLC Agreement and the Person acquiring such Units shall first become a signatory to this Agreement and the LLC Agreement, agreeing to be bound by all the terms hereof and thereof to the same extent as Employee. All Units so transferred will remain subject to the restrictions contained herein in the hands of the transferee as if such Units were still held by Employee. The forfeiture of Units hereunder shall include the forfeiture of a proportionate number of Units from Employee and each of Employee’s transferees. The Company shall not transfer any Units on its books which shall have been sold, assigned or otherwise transferred in violation of this Agreement or the LLC Agreement, or treat as owner of such Units, or accord the right to vote as such owner or pay distributions to, any Person to whom any such Units shall have been sold, assigned or otherwise transferred, from and after any sale, assignment or transfer of any Units made in violation of this Agreement or the LLC Agreement.
3. Conversion of Units, Reclassification, Etc. Upon conversion of the Units into shares of common stock of the Company or its successor corporation pursuant to the terms of the LLC Agreement or otherwise, this Agreement shall continue in effect with such adjustments as are appropriate to reflect the corporate form of the Company, as determined by the Management Board. In the event of any dividend, split, combination, recapitalization, reorganization or a similar transaction affecting the then outstanding Units, including, without limitation, pursuant to Clause 3.3(f) of the LLC Agreement, any new, substituted or additional securities or other property which by reason of such transaction are distributed with respect to any Units shall immediately be subject to the restrictions set forth in this Agreement.
4. No Retention Rights. Nothing in this Agreement shall confer upon Employee any right to continue to perform services for any Related Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of a Related Company or of Employee, which rights are hereby expressly reserved by each, to terminate Employee’s employment at any time and for any reason, with or without Cause.
5. Affirmation of Covenants. Employee hereby reaffirms all confidentiality, noncompetition, nonsolicitation or similar covenants made by Employee in favor of the Related Companies and acknowledges that all such covenants (including, without limitation, those contained in the LLC Agreement) are independent and continuing obligations of Employee.
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6. Remedies. Employee agrees that the Company will be irreparably damaged if this Agreement is not specifically enforced. Upon a breach or threatened breach by Employee of any of the terms, covenants or conditions of this Agreement including, without limitation, those incorporated by reference from the LLC Agreement, the Company shall, in addition to all other remedies available, be entitled to a temporary or permanent injunction against Employee, without being required to post security or show any actual damage, and/or a decree for specific enforcement in accordance with the provisions hereof.
7. Binding Effect. Subject to the transfer restrictions contained herein and in the LLC Agreement and incorporated herein by reference, this Agreement and the rights, powers and duties set forth herein shall be binding upon Employee and Employee’s heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company and its successors and assigns.
8. Notices. All notices, demands and communications under this Agreement shall be made in accordance with Section 8.16 of the LLC Agreement.
9. Amendments; Waivers. This Agreement may only be amended or modified in a writing signed by Employee and the Company. No waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such waiver is sought unless it is made in writing and signed by or on behalf of such party. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver or a continuing waiver by that party of the same or any subsequent breach of any provision of this Agreement by the other party. No delay or omission by any party in exercising any right under this Agreement shall operate as a waiver of that or any other right.
10. Counterparts; Captions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf’) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
11. Governing Law; Severability; Forum. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Wherever possible, each provision of this Agreement (including those incorporated by reference from the LLC Agreement) shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under any such law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law. Any proceeding arising out of or relating to this Agreement shall be brought in the Delaware Court of Chancery or, if it has or can acquire jurisdiction, in the United States District Court in Delaware. This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement among the parties to waive any objection to jurisdiction, to venue or to convenience of forum.
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12. Entire Agreement. The provisions of the LLC Agreement including, without limitation, the investment representations contained in Section 8.22 thereof, are hereby incorporated by reference and, if not already a party thereto, Employee shall become a party thereto upon execution of this Agreement. Thereafter, Employee will be included in the definition of “Member” in the LLC Agreement, and the Register will be revised to reflect the issuance of the Units hereunder. This Agreement and the LLC Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof.
13. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement or any other agreement or document contemplated herein, this Agreement and such other agreements and documents will be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement or any other agreements or documents contemplated herein.
14. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 14.
15. Tax Election. The acquisition of the Units pursuant to this Agreement may result in adverse tax consequences that may be avoided or mitigated by filing an election under Code Section 83(b) (attached hereto as Exhibit A). Under current law, such election may be filed only within 30 days after the date on which Employee acquires the Units. EMPLOYEE SHOULD CONSULT WITH EMPLOYEE’S TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE UNITS AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(B) ELECTION. EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY, AND NOT THAT OF THE COMPANY OR ITS REPRESENTATIVES, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON EMPLOYEE’S BEHALF.
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C:
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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument as of the date first above written.
| BROOKLYN IMMUNOTHERAPEUTICS LLC | ||
| By: | /s/ Charles R. Cherington | |
| Name: | Charles R. Cherington | |
| Title: | Manager | |
| /s/ Ronald Guido | 10/30/2018 | |
| Ronald Guido |
C:
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/25/20 | CORRESP | ||
| List all Filings | ||||
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 |