Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive's employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

Entire Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder... shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Shareholder without the prior written consent of BOA and the Company (to be withheld or given in their sole discretion). Any attempted assignment of this Agreement not in accordance with the terms of this Section 11 shall be void. View More

Entire Agreement. This Agreement, the Indemnification Agreement, and the Surviving Provisions constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof, and fully supersede all prior and contemporaneous negotiations, understandings, representations, writings, discussions and/or agreements between the Parties, whether oral or written, pertaining to or concerning the subject matter of this Agreement. No oral statements or other prior written material not specifi...cally incorporated into this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all Parties to this Agreement. View More

Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

Entire Agreement. The terms of this Agreement (together with the Indemnification Agreement between Parent and the Executive, any pre-invention assignment agreements with the Company and any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the Executive's engagement with the Company and its Affiliates and to supersede any and all prior agreements, communications expressing the Company's offer... to the Executive, severance agreements and similar agreements, plans, provisions, understandings or arrangements, whether written or oral, and all such prior agreements, plans, provisions, understandings or arrangements shall be null and void in their entirety and of no further force or effect as of the Effective Date. The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its 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. View More

Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral and written understandings. There are no unwritten agreements among the parties with respect to the transactions described in the Transaction Documents.

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. 7 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.Envision Solar Internatio...nal, Inc. Grantee By: /s/ Desmond Wheatley /s/ Anthony Posawatz (Signature) Desmond Wheatley Anthony Posawatz (Please print name) (Please print name) Chief Executive Officer (Please print title) 8 Spouse Consent The undersigned spouse of Anthony Posawatz (the "Grantee") has read, understands, and hereby approves the Restricted Stock Grant Agreement between Envision Solar International, 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: December 31, 2016 Print Name of Grantee's Spouse (Please print name) Signature of Grantee's Spouse Address: (Please print title) /_/Check this box if you do not have a spouse. 9 EX-10.34 6 envision_s1a3-ex1034.htm AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT EXHIBIT 10.34 ENVISION SOLAR INTERNATIONAL, INC. AMENDED AND RESTATED RESTRICTED STOCK GRANT AGREEMENT This Amended and Restated Restricted Stock Grant Agreement (the "Agreement") is made and entered into as of December 31, 2016 (the "Effective Date") by and between Envision Solar International, Inc., a Nevada corporation (the "Company"), and the person named below (the "Grantee"). This Agreement entirely replaces and supersedes the original agreement among the parties of even date herewith, covering the same subject matter. Grantee: Anthony Posawatz Social Security Number: Address: Total Number of Shares to Be Granted: 1,500,000 (the "Restricted Shares") 1. Grant of Restricted Shares. 1.1 Grant of Restricted Shares. In consideration for the performance of services by the Grantee for the Company as a director, 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 include 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, and (iii) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. 1.2 No Escrow of Restricted Shares. The Restricted Shares will be issued as they vest in accordance with this Agreement and will not otherwise be issued or held in escrow or otherwise be outstanding prior to their vesting and issuance under this Agreement. Grantee will have no right to dividends, distributions or similar rights associated with issued and outstanding shares of the common stock of the Company with respect to Restricted Shares until such Restricted Shares have been vested and issued to the Grantee, except as specifically provided in Section 2.2, 2.3, or otherwise in this Agreement. View More

Entire Agreement. This Amendment, and the terms and provisions hereof, the Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

Entire Agreement. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Company and Executive with respect to the subject matter hereof, including but not limited to any negotiations, commitments, agreements or writings relating to any severance benefits payable to Executive, and constitutes the entire agreement and understanding between the parties hereto. All such other negotiations, commitments, agreements and writings will have ...no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder. View More

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral relating to the subject matter of this Agreement, with the exception of the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement by and between the Company and Executive. Notwithstanding the foregoing, the parties to this Agreement acknowledge that stock options and other equity awards may be granted by the Company to Executive u...nder and pursuant to the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan and any amendments thereto, as well as any additional plans, and the award agreements related to such plans. View More