Entire Agreement Contract Clauses (18,614)

Entire Agreement. Subject to the provisions of any applicable written employment agreement or change in control agreement between Participant and LII, this Agreement contains the entire agreement between the parties to this Agreement with respect to the PSU Award, the RSU Award and the SAR Award and replaces and makes null and void any prior agreements, oral or written, between Participant and the Company regarding the PSU Award, the RSU Award and the SAR Award.

Entire Agreement. Except as expressly set forth herein, this Agreement, together with the Note and the Warrants, contain the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into the foregoing documents.

Entire Agreement. This Agreement sets forth the entire agreement between the Company (or any of its affiliates) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any of its affiliates) and Executive. Executive and the Company represent that, in executing this Agreement, each party has not relied upon any representation or statement made by the ot...her party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement. View More

Entire Agreement. As of the Effective Date, this Agreement constitutes the final, complete and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any member of the Digital Group or any entity, or representative thereof, whose business or assets any member of the Digital Group 10 succeeded to in connection with the initial public offering of the REIT's common ...stock or the transactions related thereto (including, without limitation, the Prior Agreement). You agree that the Prior Agreement and any other such agreement, offer or promise is hereby terminated and will be of no further force or effect, and that upon his execution of this Agreement, you will have no right or interest in or with respect to the Prior Agreement or any other such agreement, offer or promise. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. View More

Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations, or warranties relating to the subject matter of this Agreement that are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. Section headings are for convenience only, and are neither a part of this Agreement nor a limitation of the scope of the particular sect...ions to which they refer. View More

Entire Agreement. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

Entire Agreement. The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and supersede all prior understandings and agreements, whether written or oral, including the Employment Agreement between the Company and the Executive dated November 1, 2007, as amended. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence... whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. 17 16. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of Company. By an instrument in writing similarly executed, the Executive or a duly authorized officer of the Company may waive compliance by the other Party or Parties with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity. Except as otherwise set forth in this Agreement, the respective rights and obligations of the Parties under this Agreement shall survive any termination of the Executive's employment. View More

Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the subject matter hereof and there are no representations, covenants or other agreements except as stated or referred to herein.

Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter of this Agreement. WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and Grantee has executed this Agreement as of the Effective Date. COMPANY GRANTEE By: /s/ T. R...iggs Eckelberry /s/ Nicholas Eckelberry (Signature) T. Riggs Eckelberry Nicholas Eckelberry (Please print name) (Please print name) CEO (Please print title) 10 Spouse Consent The undersigned spouse of ______________ (the "Grantee") has read, understands, and hereby approves the Restricted Stock Grant Agreement between OriginOil, Inc., a Nevada corporation (the "Company") and Grantee (the "Agreement"). In consideration of the Company's granting my spouse the right to purchase the Shares as set forth in the Agreement, the undersigned hereby agrees to be irrevocably bound by the Agreement and further agrees that any community property interest shall similarly be bound by the Agreement. The undersigned hereby appoints Grantee as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Date: Print Name of Grantee's Spouse (Please print name) Signature of Grantee's Spouse Address: (Please print title) o Check this box if you do not have a spouse. 11 EX-10.4 5 ex104.htm EXHIBIT 10.4 ex104.htm Exhibit 10.4 ORIGINOIL, INC. RESTRICTED STOCK GRANT AGREEMENT This Restricted Stock Grant Agreement (the "Agreement") is made and entered into as of January 10, 2014, (the "Effective Date") by and between OriginOil, Inc., a Nevada corporation (the "Company"), and the person named below (the "Grantee"). Grantee: Jean-Louis Kindler Address: Total Number of Shares to Be Granted: 3,750,000 1. Grant of Restricted Shares. In consideration for the performance of services by the Grantee for the Company, whether as a director, officer, employee or consultant, the Company hereby grants the Restricted Shares to the Grantee, subject to the conditions of this Agreement. As used in this Agreement, the term "Shares" shall mean shares of the Company's common stock, par value $0.001 per share, which includes the Restricted Shares granted under this Agreement, and all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits with respect to the Shares, (iii) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction; and (iv) pursuant to an adjustment to the number of Shares issuable on any vesting date by virtue of Section 1.5 of this Agreement. View More

Entire Agreement. This Agreement and the documents referred to herein contain the entire agreement between the Parties and supersedes any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof in any way.