Entire Agreement Clause Example from Business Contracts

Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by... the Company and Participant. Submitted by: Accepted by: PARTICIPANT RITTER PHARMACEUTICALS, INC. Signature By «Name» Print Name Print Name -6- Address: Title «Address» Address: «City State Zip» 1801 Century Park East, No. 1820 Los Angeles, California 90067 Date Received -7- ATTACHMENT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Exercise Notice and Restricted Stock Purchase Agreement between the undersigned ("Participant") and Ritter Pharmaceuticals, Inc. (the "Company") dated _______________, ____ (the "Agreement"), Participant hereby sells, assigns and transfers unto the Company _________________________________ (________) shares of the Common Stock of the Company, standing in Participant's name on the books of the Company and represented by Certificate No. ____, and does hereby irrevocably constitute and appoint ________________________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. Dated: _____________________ Signature: Michael D. Step Spouse of Michael D. Step (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Participant. -8- ATTACHMENT B ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned (which term includes the undersigned's spouse), a purchaser of ___________ shares of Common Stock of Ritter Pharmaceuticals, Inc., a Delaware corporation (the "Company") by exercise of an option (the "Option") granted pursuant to the Company's 2008 Stock Plan (the "Plan"), hereby states as follows: 1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which the Option was granted. -9- 4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date: Michael D. Step Date: Spouse of Michael D. Step -10- ATTACHMENT C ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer's gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer's receipt of the property described below: 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME OF TAXPAYER: Michael D. Step NAME OF SPOUSE: ________________ ADDRESS: IDENTIFICATION NO. OF TAXPAYER: _______________ IDENTIFICATION NO. OF SPOUSE: _______________ TAXABLE YEAR: __________ 2. The property with respect to which the election is made is described as follows: ______________ shares of the Common Stock of Ritter Pharmaceuticals, Inc., a Delaware corporation (the "Company"). View More