Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement (along with the documents referenced herein) and the Merger Agreement collectively constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties hereto, with respect to the subject matter hereof. 8 16. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and no...thing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. View More

Entire Agreement. This Agreement contains all of the agreements of the parties hereto with respect to the subject matter hereof and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended except by an express agreement in writing signed by the parties hereto or their respective successors-in-interest.

Entire Agreement. This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter. If you wish to accept this offer, please sign and date this letter and the enclosed Proprietary Information and Inventions Agreement (when provided to you) and return them to me. This offer, if not accepted, will expire at the close of business five (5) days after the date of this letter. We look forward to havin...g you join us. If you have any questions regarding this offer, please call me. Very truly yours, PISH POSH, INC. By /s/ Jesse Sutton Jesse Sutton Title: I have read understand and accept this employment offer and my status as an at will employee: /s/ Eric sherb Eric Sherb Dated: 8/29/2022 EX-10.9 6 ms010_ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 PISH POSH, INC. August 25, 2022 Eric Sherb Via Email: eric@pishposhbaby.com Dear Eric: Pish Posh, Inc. (the "Company") is pleased to offer you employment with the Company on the terms described below. View More

Entire Agreement. This Agreement forms the complete and exclusive statement of Employee's employment agreement with the Company. It supersedes any other agreements, representations or promises made to Employee by anyone, whether oral or written. Changes in Employee's employment terms, other than those changes expressly reserved to the Company's discretion in this Agreement, require a written modification signed by an officer of the Company.

Entire Agreement. This Agreement, together with Exhibits A and C and the Confidentiality Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements, written or oral, with respect thereto.

Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the matters contained herein and supersedes any and all prior representations and agreements, written or oral, expressed or implied.

Entire Agreement. Except to the extent otherwise explicitly provided herein, this letter agreement, and the agreements incorporated herein by reference, supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement signed ...by both you and a duly authorized officer of the Company other than you. On behalf of the Company, /s/ Stephane Kasriel Stephane Kasriel CEO I agree to and accept continued employment with Upwork Inc. on the terms and conditions set forth in this agreement. I understand and agree that my employment with the Company is at will. /s/ Brian Kinion Brian Kinion 5/23/18 Today's Date EXHIBIT A Change in Control and Severance Agreement EX-10.11 20 d575528dex1011.htm EX-10.11 EX-10.11 Exhibit 10.11 May 23, 2018 Brian Kinion Re: Amended and Restated Offer Letter Dear Brian: This letter amends and restates your offer letter dated October 27, 2017 in its entirety. On behalf of Upwork Inc. (the "Company"), I am pleased to confirm your continued full-time employment in the position of Chief Financial Officer reporting to Stephane Kasriel. You will be based in Mountain View, but will be expected to travel to other locations as required. The terms of our offer and the benefits currently provided by the Company are as follows: 1. Position. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. View More

Entire Agreement. The Plan and Award are incorporated herein by reference. This Agreement, the Plan, and the Award 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 the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and the Optionee. Submitted by: Accepted by: OPTIONEE TEN...AX THERAPEUTICS, INC. Signature: By: Name: Name: Title: Date: 6 EX-10.3 3 tenx_ex103.htm FORM OF OPTION ISSUED TO EMPLOYEES Blueprint Exhibit 10.3 TENAX THERAPEUTICS INC. 2016 STOCK INCENTIVE PLAN AWARD AGREEMENT (Awarding Nonqualified Stock Option to Employees and Contractors) THIS AWARD AGREEMENT (this "Agreement") is made by and between Tenax Therapeutics, Inc., a Delaware corporation (the "Company"), and [Insert Name of Grantee] (the "Optionee") pursuant to the provisions of the Tenax Therapeutics, Inc. 2016 Stock Incentive Plan (the "Plan"), which is incorporated herein by reference. Capitalized terms not defined in this Agreement shall have the meanings given to them in the Plan. WITNESSETH: WHEREAS, the Optionee is providing, or has agreed to provide, services to the Company, or Affiliate or a Subsidiary of the Company, as an Employee or Third Party Service Provider; and WHEREAS, the Company considers it desirable and in its best interests that the Optionee be given a personal stake in the Company's growth, development and financial success through the grant of an option to purchase shares of the $0.0001 par value common stock of the Company (the "Shares"). NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows: 1. Grant of Option. Effective as of [Insert Grant Date] (the "Date of Grant"), the Company hereby grants to the Optionee, an option (the "Option") to purchase [Insert Number of Shares] Shares at the Option Price per Share of [Insert Option Price] (the "Option Price"), subject to the terms and conditions of the Plan and this Agreement. The future value of such Shares is unknown and cannot be predicted with certainty. If such Shares do not increase in value, the Option will have no value. View More

Entire Agreement. This Seventh Amendment and the Amended Agreement and any schedules or exhibits attached to the Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.

Entire Agreement. This Agreement and the Waiver and Release constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede and preempt any other understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof. Executive acknowledges that the Company has made no representations regarding the tax consequences of payments under this Agreement and has had the oppor...tunity to consult Executive's tax advisor. View More