Integration Contract Clauses (8,065)

Integration. Except as expressly provided in this Amendment, all other terms, conditions and provisions of the Agreement and Amendment No. 1 shall continue in full force and effect as provided therein. This Amendment, Amendment No. 1 and the Agreement constitute the entire agreement between the Parties related to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. No subsequent alteration,... amendment, change or addition to this Agreement Amendment shall be binding upon the Parties unless reduced to a writing referencing the Agreement this Amendment and signed by an authorized officer of each Party. View More

Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes in all respects all prior agreements between the parties concerning such subject matter, including, matter [including, without limitation, the Prior Employment Agreement. -13- 13. Successors. Offer Letter. ]1 14. Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal representatives, executors,... administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after his termination of employment a Terminating Event but prior to the completion by the Company Employers of all payments due him under this Agreement, the Company Employers shall continue such payments to the Executive's beneficiary designated in writing to the Company Employers prior to his death (or to his estate, if the Executive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. View More

Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including, but not limited to, any prior Agreement and/or compensation plan to which Employee Executive and the Company or any of its affiliates are parties.

Integration. Except for the sections of the Agreement specifically amended hereunder, all terms and conditions of the Agreement remain and shall remain in full force and effect. This Fourth Amendment Agreement shall hereafter be incorporated into and deemed part of the Agreement and any future reference to the Agreement shall include the terms and conditions of this Amendment. Fourth Amendment Agreement.

Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement; provided that, and for the avoidance of doubt, any the Restrictive Covenant Agreement and the Executive's applicable equity award agreements shall be remain in full force and effect in accordance with their terms.

Integration. This Agreement, together with the Confidentiality Agreement and the Equity Documents, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, including the Executive's compensation, severance pay, benefits and accelerated vesting and supersedes in all respects all prior agreements between the parties concerning such subject matter, including without limitation any prior offer letter or employment agreement (including the Original Agreement), letter, draft employment agreement, or discussions relating to the Executive's employment relationship with the Company. For purposes of this Agreement, the Company shall include affiliates and subsidiaries thereof. View More

Integration. The terms of this Agreement are intended by the parties as a final, complete and exclusive expression of their agreement with respect to the terms that are included in this Agreement, and may not be contradicted or supplemented by evidence of any other prior or contemporaneous agreement. In the event of any conflict between the terms contained in this Agreement and the Lease, the terms herein contained shall supersede and control the obligations and liabilities of the parties.

Integration. This Agreement (including the Addendum) constitutes the entire agreement between the parties with respect to this Stock Option Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

Integration. This Note, represents, and is intended to be, a complete statement of all of the terms and the arrangements between the Company and the Payee Holder with respect to the matters provided for herein, supersedes any and all previous oral or written and all contemporaneous oral agreements, understandings, negotiations and discussions between the Company and the Payee Holder with respect to those matters.

Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.8. Data matter.8.Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the "Relevant Companies") may process any and all personal or... professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the "Relevant Information"). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the 4 Relevant Information. Relevant Information will only be used in accordance with applicable law.9. Notices. law.4 9.Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.SOFI TECHNOLOGIES, INC.By:Title:The writing.Semrush Holdings, Inc.By:Title:The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company's instructions to the Optionee (including through an online acceptance process) is acceptable.Dated:Optionee's SignatureOptionee's name and address: 5 address:5 RESTRICTED STOCK AWARD AGREEMENTUNDER THE AMENDED AND RESTATED2021 SEMRUSH HOLDINGS, INC.2021 STOCK OPTION AND INCENTIVE PLANFOR SOFI TECHNOLOGIES, INC.Name PLANName of Grantee:No. of Shares:Grant Restricted Stock Units:Grant Date:Pursuant to the Amended and Restated Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc., Plan, as amended through the date hereof from time to time (the "Plan"), SoFi Technologies, Semrush Holdings, Inc. (the "Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $____ $0.00001 per share (the "Stock") "Stock"), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.1. Award. Administrator.1.Award. The shares of Restricted Stock awarded hereunder shall be issued and held by the Company's transfer agent in book entry form, and the Grantee's name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.2. Restrictions blank.2.Restrictions and Conditions. (a) Any (a)Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares (b)Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If (c)If the Grantee's employment with Service Relationship (as defined in the Company and its Subsidiaries Plan) is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. View More