Entire Agreement Contract Clauses (18,614)

Grouped Into 967 Collections of Similar Clauses From Business Contracts

This page contains Entire Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Entire Agreement. This Note constitutes the entire understanding between Borrower, and Lender and to the extent that any writings not signed by Lender or oral statements or conversations at any time made or had shall be inconsistent with the provisions of this Note and the other Loan Documents, the terms of this Note shall prevail. PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF ...THIS NOTE. Imaging3, Inc. /s/ John Hollister By John Hollister, CEO, Director 1 Wiring Instructions: East West Bank 135 N. Los Robles Ave Pasadena, California 91101 ABA# 322070381 Acct# 5500000148 Attn: Imaging3, Inc. 2 EX-4.12 12 ex4-12.htm Exhibit 4.12 PROMISSORY NOTE Principal Amount $US 5,000.00 Burbank, California October 15, 2018 FOR VALUE RECEIVED, the undersigned, Imaging3,Inc, a corporation organized and existing under the laws of the State of California, and having an office and principal place of business at 3022 North Hollywood Way, Burbank, California (hereinafter called "Borrower") promises to pay to the order of Daniel C. Tronson, an individual whose address is 1902 Via Justino, San Dimas, CA, 91773 (the "Lender"), the principal amount of Five Thousand Dollars ($5,000) on or before the earlier of the Borrower funding the a private placement of its common stock in the amount of $250,000.00 (the "Private Placement") or November 15, 2018 (the "Maturity Date"). View More
Entire Agreement. This Note constitutes the entire understanding between Borrower, and Lender and to the extent that any writings not signed by Lender or oral statements or conversations at any time made or had shall be inconsistent with the provisions of this Note and the other Loan Documents, the terms of this Note shall prevail. PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF ...THIS NOTE. Imaging3, Inc. /s/ John Hollister By John Hollister, CEO, Director 1 Wiring Instructions: East West Bank 135 N. Los Robles Ave Pasadena, California 91101 ABA# 322070381 Acct# 5500000148 Attn: Imaging3, Inc. 2 EX-4.12 12 ex4-12.htm 1 EX-4.9 9 ex4-9.htm Exhibit 4.12 4.9 PROMISSORY NOTE Principal Amount $US 5,000.00 10,000.00 Burbank, California October 15, 2018 July 16,2018 FOR VALUE RECEIVED, the undersigned, Imaging3,Inc, a corporation organized and existing under the laws of the State of California, and having an office and principal place of business at 3022 North Hollywood Way, Burbank, California (hereinafter called "Borrower") promises to pay to the order of Daniel C. Tronson, Donald B. Mickey, an individual whose address is 1902 Via Justino, San Dimas, CA, 91773 7741 Hess Place, Unit 1, Rancho Cucamonga, CA 91739 (the "Lender"), the principal amount of Five Ten Thousand Dollars ($5,000) ($10,000) on or before the earlier of the Borrower funding the a private placement of its common stock in the amount of $250,000.00 (the "Private Placement") or November September 15, 2018 (the "Maturity Date"). View More
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Entire Agreement. This Agreement represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof.
Entire Agreement. This Agreement Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof.
Entire Agreement. This Agreement Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof. nature.
Entire Agreement. This Agreement Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof. nature.
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Entire Agreement. This AGREEMENT, including the PLAN incorporated herein by reference, and the NON-COMPETE, constitutes the entire agreement between the COMPANY and the PARTICIPANT in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of the PARTICIPANT, is authorized to make a...ny representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the Plan, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.13. Successors and Assigns of the COMPANY. The obligations of the COMPANY under this AGREEMENT shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the COMPANY, or upon any successor corporation or organization succeeding to substantially all of the assets and businesses of the COMPANY. View More
Entire Agreement. This AGREEMENT, including the PLAN incorporated herein by reference, and the NON-COMPETE, constitutes the entire agreement between the COMPANY and the PARTICIPANT in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of the PARTICIPANT, is authorized to make a...ny representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the Plan, PLAN, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.13. Successors and Assigns of the COMPANY. The obligations of the COMPANY under this AGREEMENT shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the COMPANY, or upon any successor corporation or organization succeeding to substantially all of the assets and businesses of the COMPANY. charged. View More
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Entire Agreement. This Warrant constitutes the entire agreement between the Company and the Holder with respect to the Warrant.
Entire Agreement. This Warrant constitutes and the TSA constitute the entire agreement between the Company and the Holder with respect to the Warrant.
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Entire Agreement. The RSUs are granted pursuant to the Plan and the RSUs and this Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated herein by reference. This Agreement, the Plan and such other documents as may be executed in connection with this RSU grant constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. Any action taken or... decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Agreement, the Plan and such other documents as may be executed in connection with this RSU grant shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Grantee and all persons claiming under or through the Grantee. View More
Entire Agreement. The RSUs are This Restricted Stock is granted pursuant to the Plan and the RSUs this Restricted Stock and this Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated herein by reference. This Agreement, the Plan and such other documents as may be executed in connection with this RSU Restricted Stock grant constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agr...eements with respect to such subject matter. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Agreement, the Plan and such other documents as may be executed in connection with this RSU grant shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Grantee and all persons claiming under or through the Grantee. View More
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Entire Agreement. This Assignment embodies the entire agreement of Assignor, and Assignee with respect to the subject matter of this Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment. This Assignment may be modified only by a written instrument duly executed by Assignor and Assignee.
Entire Agreement. This Assignment embodies contains the entire agreement of Assignor, Assignor and Assignee with respect to the subject matter of this Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment. This Assignment may be modified only by a written instrument duly executed by Assignor and Assignee. hereof.
Entire Agreement. This Assignment embodies the entire agreement of Assignor, Land Assignee and Homes Assignee with respect to the subject matter of this Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment. This Assignment may be modified only by a written instrument duly executed by Assignor Assignor, Land Assignee and Homes Assignee.
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Entire Agreement. This Agreement, together with the Account Documentation, contains the entire and only agreement among all the parties to this Agreement and between Bank and Company, Bank and Servicer, and Bank and Secured Party, with respect to (a) the interest of Secured Party in the Collateral Accounts and Collateral Account Funds, and (b) Bank's obligations to Secured Party in connection with the Collateral Accounts and Collateral Account Funds.
Entire Agreement. This Agreement, together with the Account Documentation, contains the entire and only agreement among all the parties to this Agreement and between Bank and Company, Bank and Servicer, on the one hand, and Bank and each Secured Party, on the other hand, with respect to (a) the interest of each Secured Party in the Collateral Accounts and Collateral Account Funds, and (b) Bank's obligations to each Secured Party in connection with the Collateral Accounts and Collateral Account Funds.
Entire Agreement. This Agreement, together with the Account Documentation, contains the entire and only agreement among all the parties to this Agreement and between Bank and Company, Bank and Servicer, on the one hand, and Bank and each Secured Party, on the other hand, with respect to (a) the interest of each Secured Party in the Collateral Accounts and Collateral Account Funds, and (b) Bank's obligations to each Secured Party in connection with the Collateral Accounts and Collateral Account Funds.
Entire Agreement. This Agreement, together with the Account Documentation, contains the entire and only agreement among all the parties to this Agreement and between Bank and Company, Bank Company and Servicer, on the one hand, and Bank and Secured Party, on the other hand, with respect to (a) the interest of Secured Party in the Collateral Accounts and Collateral Account Funds, and (b) Bank's obligations to Secured Party in connection with the Collateral Accounts and Collateral Account Funds. The liability of Co...mpany and Servicer under this Agreement is joint and several. View More
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Entire Agreement. This Agreement represents the entire agreement between Amarose and LimitlessX and supersedes all their prior oral and written arrangements and agreements. This Agreement may not be modified or amended, except by a further written instrument or by an amendment to this Agreement signed by each of the parties hereto.
Entire Agreement. This Agreement represents the entire agreement between Amarose Divatrim and LimitlessX and supersedes all their prior oral and written arrangements and agreements. This Agreement may not be modified or amended, except by a further written instrument or by an amendment to this Agreement signed by each of the parties hereto.
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Entire Agreement. The Plan and Agreement are incorporated herein by reference. This Notice, the Plan and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. B-2 ACCEPTED BY:GOSSAMER BIO, INC. SUBMITTED BYPARTICIPANT: By: By: Print Name: Print Name: Title: B-3 EX-10.2 6 d626950dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 GOSSAMER BIO, INC. 2017 EQUITY INCENTIVE PLAN ST...OCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Gossamer Bio, Inc. (the "Company"), pursuant to its 2017 Equity Incentive Plan (as amended from time to time, the "Plan"), hereby grants to Participant an Option to purchase the number of shares of the Company's Common Stock (referred to herein as "Shares") set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice ("Grant Notice") and the Agreement. Participant: [Insert Participant Name] Grant Date: [Insert Grant Date] Vesting Commencement Date: [Insert Vesting Commencement Date] Exercise Price per Share: $[Insert Exercise Price Per Share] Total Exercise Price: $[Insert Aggregate Exercise Price on Grant Date] Total Number of Shares Subject to Option: [Insert Number of Shares] Expiration Date: [Insert Tenth Anniversary of Grant Date] Type of Option: ☐ Incentive Stock Option ☐ Non-Qualified Stock Option Vesting Schedule: [To be specified in individual agreements.] By his or her signature and the Company's signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or the Agreement. GOSSAMER BIO, INC. PARTICIPANT By: By: Print Name: Print Name: Title: State of Residence: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of Shares indicated in the Grant Notice. View More
Entire Agreement. The Plan and Agreement are incorporated herein by reference. This Notice, the Plan and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. B-2 ACCEPTED BY:GOSSAMER BIO, BY: ONCTERNAL THERAPEUTICS, INC. SUBMITTED BYPARTICIPANT: BY PARTICIPANT: By: By: Print Name: Print Name: Title: B-3 EX-10.2 6 d626950dex102.htm EX-10.2 EX-10.2 B-2 EX-10.58 15 d...722331dex1058.htm EX-10.58 EX-10.58 Exhibit 10.2 GOSSAMER BIO, 10.58 ONCTERNAL THERAPEUTICS, INC. 2017 2015 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Gossamer Bio, Oncternal Therapeutics, Inc. (the "Company"), pursuant to its 2017 2015 Equity Incentive Plan (as amended from time to time, the (the "Plan"), hereby grants to Participant an Option to purchase the number of shares of the Company's Common Stock (referred to herein as "Shares") set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice ("Grant Notice") and the Agreement. Participant: [Insert Participant Name] Grant Date: [Insert Grant Date] Vesting Commencement Date: [Insert Vesting Commencement Date] Exercise Price per Share: $[Insert Exercise Price Per Share] Total Exercise Price: $[Insert Aggregate Exercise Price Fair Market Value on Grant Date] Total Number of Shares Subject to Option: [Insert Number of Shares] Expiration Date: [Insert Tenth Anniversary tenth anniversary of Grant Date] Type of Option: ☐ Incentive Stock Option ☐ Non-Qualified Stock Option Vesting Schedule: [To [25% of the total number of shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest one year after the Vesting Commencement Date, and 1/48th of the total number of shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest on the last day of each one-month period of Participant's service as an Employee, Director or Consultant thereafter, so that all of the shares of Stock subject to the Option shall be specified in individual agreements.] vested on the fourth (4th) anniversary of the Vesting Commencement Date.] By his or her signature and the Company's signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or the Agreement. GOSSAMER BIO, ONCTERNAL THERAPEUTICS, INC. PARTICIPANT By: By: Print Name: Print Name: Title: State of Residence: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of Shares indicated in the Grant Notice. View More
Entire Agreement. The Plan and Agreement are incorporated herein by reference. This Notice, the Plan and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. B-2 ACCEPTED BY:GOSSAMER BIO, BY: PHATHOM PHARMACEUTICALS, INC. SUBMITTED BYPARTICIPANT: BY PARTICIPANT: By: By: Print Name: Print Name: Title: B-3 EX-10.2 6 d626950dex102.htm 12 d63338dex102.htm EX-10.2 EX-1...0.2 Exhibit 10.2 GOSSAMER BIO, PHATHOM PHARMACEUTICALS, INC. 2017 2019 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Gossamer Bio, Phathom Pharmaceuticals, Inc. (the "Company"), pursuant to its 2017 2019 Equity Incentive Plan (as amended from time to time, the "Plan"), hereby grants to Participant an Option to purchase the number of shares of the Company's Common Stock (referred to herein as "Shares") set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice ("Grant Notice") and the Agreement. Participant: [Insert Participant Name] Grant Date: [Insert Grant Date] Vesting Commencement Date: [Insert Vesting Commencement Date] Exercise Price per Share: $[Insert Exercise Price Per Share] Total Exercise Price: $[Insert Aggregate Exercise Price on Grant Date] Total Number of Shares Subject to Option: [Insert Number of Shares] Expiration Date: [Insert Tenth Anniversary of Grant Date] Type of Option: ☐ Incentive Stock Option ☐ Non-Qualified Stock Option Vesting Schedule: [To 25% of the total number of Shares subject to the Option shall vest one year after the Vesting Commencement Date, and 1/48th of the total number of Shares subject to the Option shall vest on the last day of each one-month period of Participant's service as a Service Provider thereafter, so that all of the Shares subject to the Option shall be specified in individual agreements.] vested on the 4th anniversary of the Vesting Commencement Date. By his or her signature and the Company's signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or the Agreement. GOSSAMER BIO, PHATHOM PHARMACEUTICALS, INC. PARTICIPANT By: By: Print Name: Print Name: Title: State of Residence: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of Shares indicated in the Grant Notice. View More
Entire Agreement. The Plan and Agreement are incorporated herein by reference. This Notice, the Plan and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. B-2 ACCEPTED BY:GOSSAMER BIO, BY: PROMETHEUS BIOSCIENCES, INC. SUBMITTED BYPARTICIPANT: BY PARTICIPANT: By: By: Print Name: Print Name: Title: B-3 EX-10.2 6 d626950dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 GOSS...AMER BIO, B-2 PROMETHEUS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Gossamer Bio, Prometheus Biosciences, Inc. (the "Company"), pursuant to its 2017 Equity Incentive Plan (as amended from time to time, the (the "Plan"), hereby grants to Participant an Option to purchase the number of shares of the Company's Common Stock (referred to herein as "Shares") set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice ("Grant Notice") and the Agreement. Participant: [Insert Participant Name] Grant Date: [Insert Grant Date] Vesting Commencement Date: [Insert Vesting Commencement Date] Exercise Price per Share: $[Insert Exercise Price Per Share] Total Exercise Price: $[Insert Aggregate Exercise Price on Grant Date] Price] Total Number of Shares Subject to Option: [Insert Number of Shares] Expiration Date: [Insert Tenth Anniversary tenth anniversary of Grant Date] Type of Option: ☐ Incentive Stock Option ☐ Non-Qualified Stock Option Exercise Schedule: ☒ Early Exercise Permitted Vesting Schedule: This Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned upon Participant entering into a Restricted Stock Purchase Agreement with respect to any unvested shares of Stock. The shares subject to this Option shall vest and/or be released from the Company Repurchase Right, as set forth in Section 5 of the Agreement, according to the following schedule: [To be specified in individual agreements.] By his or her signature and the Company's signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or the Agreement. GOSSAMER BIO, PROMETHEUS BIOSCIENCES, INC. PARTICIPANT PARTICIPANT: By: By: Print Name: Scott L. Glenn Print Name: Title: President and CEO State of Residence: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of Shares indicated in the Grant Notice. View More
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Entire Agreement. The Note, as amended by this Amendment, embodies the entire understanding among the Parties with respect to the subject matter thereof and hereof and can be changed only by an instrument in writing executed by all of the Parties.
Entire Agreement. The Note, LowCal Agreements, as amended by this Third Amendment, embodies embody the entire understanding among the Parties with respect to the subject matter thereof and hereof and can be changed only by an instrument in writing executed by all of the Parties.
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