Exhibit 10.1 OPTION AGREEMENT (OPTION TO ACQUIRE OIL AND GAS LEASES IN ONSHORE GULF COAST) AMERICAN EXPLORATION CORP., (herein called "AMERICAN") or its nominee, a Nevada Registered Corporation with it business offices located at 1915 27 Avenue N.E.,...Option Agreement • January 26th, 2009 • American Exploration Corp • Oil & gas field services, nec
EXHIBIT 10.1 OPTION AGREEMENT (OPTION TO ACQUIRE OIL AND GAS LEASES IN JEFFERSON COUNTY, MISSISSIPPI) AMERICAN EXPLORATION CORP., (herein called "AMERICAN") or its nominee, a Nevada Registered Corporation with it business offices located at 1915 27...Option Agreement • November 6th, 2008 • American Exploration Corp • Oil & gas field services, nec
Exhibit 99.1 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,...Minhas Energy Consultants, Inc. • March 5th, 2007
Employment AgreementEmployment Agreement • January 11th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa
This Employment Agreement (the "Agreement") is made and entered into as of January 10, 2017 (the “Effective Date”), by and between Cristopher Grunewald an individual (the "Executive"), and Spotlight Innovation Inc., a Nevada corporation (the "Company").
EXHIBIT 10.1 OPTION PURCHASE AGREEMENT (OPTION TO ACQUIRE OIL AND GAS LEASES IN JEFFERSON COUNTY, MISSISSIPPI) American Exploration Corp. Suite 700, 407 2nd St. SW Calgary, Alberta T2P 2Y3Option Purchase Agreement • August 21st, 2009 • American Exploration Corp • Oil & gas field services, nec
ContractSpotlight Innovation Inc. • January 6th, 2017 • Pharmaceutical preparations • Iowa
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWSANDMAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
UNIT SUBSCRIPTION AGREEMENT For Purchase of Units of Convertible Preferred Shares And Warrants to Purchase Common Shares in: Spotlight Innovation West Des Moines, IA 50266 A Nevada CompanySubscription Agreement • June 13th, 2014 • Spotlight Innovation, Inc. • Oil & gas field services, nec
This is an offer to sell securities of Spotlight Innovation, Inc. ("Company") to the Investor(s). This Unit Subscription Agreement is conditional on completed Due Diligence meeting the satisfaction of the Investor(s), obtaining appropriate legal opinions and signing of the completed Transaction Documents.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2015, among Memcine Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Spotlight Innovation Inc. (the “Purchaser”); and
EXCLUSIVE LICENSE AGREEMENT OF OCTOBER 13, 2016 between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION and SPOTLIGHT INNOVATION, INC.Exclusive License Agreement • April 27th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Indiana
Introduction: This exclusive license agreement (the “Agreement”) is made and entered into as of October 13, 2016 (the “Effective Date”) by and between:
ContractSpotlight Innovation Inc. • November 20th, 2017 • Pharmaceutical preparations • Iowa
THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. THIS NOTE IS ISSUED IN A SERIES OF NOTES UP TO AN AGGREGATE PRINCIPAL AMOUNT OF $11,500,000.
ContractSpotlight Innovation Inc. • November 20th, 2017 • Pharmaceutical preparations • Iowa
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSSpotlight Innovation Inc. • February 13th, 2017 • Pharmaceutical preparations
This Agreement is made effective the ____ day of _____________, 2016, (the “Effective Date”) by and between the Florida State University Research Foundation, Inc. (hereinafter called “FSURF”), a nonstock, nonprofit Florida corporation, having its principal place of business at 2000 Levy Avenue, Suite 351, Tallahassee, Florida 32310, and Spotlight Innovation Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of Nevada, having its principle place of business at 6750 Westown Pkwy, Ste. 200-226, Des Moines, Iowa 50266;
MERGER AGREEMENT AND PLAN OF MERGER BETWEEN MAINLAND RESOURCES, INC. AND AMERICAN EXPLORATION CORPORATION Dated March 22, 2010Merger Agreement and Plan of Merger • March 26th, 2010 • American Exploration Corp • Oil & gas field services, nec • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, the Parties hereto covenant and agree as follows: scheme B
ContractSpotlight Innovation Inc. • January 6th, 2017 • Pharmaceutical preparations • Iowa
THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
ContractSubscription Agreement • November 20th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa
THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING IS BEING MADE TO ACCREDITED INVESTORS PURSUANT TO REGULATION D PROMULGATED UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIE
AGREEMENTAgreement • June 5th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa
AGREEMENT made and entered into as of the 1st day of June, 2015, (the “Agreement”) by and between Memcine Pharmaceuticals, Inc. (the “Company”) and Dr. Tony Vanden Bush, Ph.D. (“Consultant”).
AGREEMENTAgreement • November 10th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa
This Agreement (this "Agreement"), dated as of November 6, 2015 (sometimes the "Effective Date"), by and between Spotlight Innovation Inc., a Nevada corporation with principal executive offices at 6750 Westown Parkway, Suite 200-226, West Des Moines, Iowa, 50266 (the "Company"), and William Pim, residing at 4323 Grand Avenue, Unit 434, Des Moines, Iowa 50312 (the "Executive")
FORBEARANCE AND REFINANCING AGREEMENTForbearance and Refinancing Agreement • October 20th, 2016 • Spotlight Innovation, Inc. • Pharmaceutical preparations • Iowa
This Forbearance and Refinancing Agreement (the “Agreement”) is hereby entered into by and between Spotlight Innovation Inc. (“Spotlight”) and K4 Enterprises, LLC (“K4”) effective as October 18, 2016 (the “Effective Date”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 23rd, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • June 5th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa
THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made effective the 29th day of May, 2015, by and among Memcine Pharmaceuticals, Inc., an Iowa corporation (the “Corporation”), Spotlight Innovation Inc. (“Spotlight”), with an address at 6750 Westown Parkway, Suite 200-226, West Des Moines, Iowa 50266, Dr. Tony Vanden Bush, Ph.D. with an address at 2208 Arizona Ave., Iowa City, Iowa 52240- (“Vanden Bush”), and the University of Iowa Research Foundation, with an address at 112 N. Capitol Street, Iowa City, IA 52242 (“UIRF”). Vanden Bush, Spotlight and UIRF are hereinafter individually referred to as a “Shareholder” and collectively referred to as the “Shareholders”. The Shareholders hold the respective amounts of shares of capital stock of the Corporation set forth on Schedule A hereto (the “Schedule of Shareholders”).
AMENDMENT NO. 5 TO PROMISSORY NOTE From: AMERICAN EXPLORATION CORPORATION To: MAINLAND RESOURCES INC.Promissory Note • November 7th, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSAgreement • April 27th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations
This Agreement is made effective the ____ day of _____________, 2016, (the “Effective Date”) by and between the Florida State University Research Foundation, Inc. (hereinafter called “FSURF”), a nonstock, nonprofit Florida corporation, having its principal place of business at 2000 Levy Avenue, Suite 351, Tallahassee, Florida 32310, and Spotlight Innovation Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of Nevada, having its principle place of business at 6750 Westown Pkwy, Ste. 200-226, Des Moines, Iowa 50266;
ROYALTY AGREEMENT (Revised May 1, 2017)Royalty Agreement • November 20th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa
This Royalty Agreement (this "Agreement") is entered into effective as of *Date* (the "Effective Date") by and between Caretta Therapeutics, LLC (the "Company"), and *Print* (the “Subscriber”).
ContractSpotlight Innovation, Inc. • September 20th, 2016 • Pharmaceutical preparations • Iowa
THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. THIS NOTE IS ISSUED IN A SERIES OF NOTES UP TO AN AGGREGATE PRINCIPAL AMOUNT OF $850,000.
Employment AgreementEmployment Agreement • January 4th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa
This Employment Agreement (the "Agreement") is made and entered into as of December 28, 2016 (the “Effective Date”), by and between John M. Krohn, an individual (the "Executive"), and Spotlight Innovation Inc., a Nevada corporation (the "Company").
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • January 7th, 2016 • Spotlight Innovation, Inc. • Oil & gas field services, nec
This TERMINATION AGREEMENT AND RELEASE, dated as of December 23, 2015 (this "Agreement"), is entered into by and among Spotlight Innovation Inc. ("Company"), the nine investors listed on the signature page hereto (each, an "Investor" and collectively, the "Investors"), Elco Securities, Ltd. (the "Intermediary"), Jonathan Kramer ("Escrow Agent"), Catwalk Capital, LLC (the "Advisor"), and Cristopher Grunewald.
ContractSpotlight Innovation, Inc. • June 13th, 2014 • Oil & gas field services, nec
SPOTLIGHT INNOVATION INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • December 30th, 2016 • Spotlight Innovation Inc. • Pharmaceutical preparations • Nevada
This Restricted Stock Grant Agreement (the “Agreement”) is made and entered into as of December ---, 2016 (the “Effective Date) by and between Spotlight Innovation Inc., a Nevada corporation (the “Company”) and the person named below (the “Grantee”).
AMENDMENT NO. 4 TO PROMISSORY NOTE From: AMERICAN EXPLORATION CORPORATION To: MAINLAND RESOURCES INC.American Exploration Corp • August 26th, 2011 • Oil & gas field services, nec • British Columbia
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • January 7th, 2016 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa
This TERMINATION AGREEMENT AND RELEASE, dated as of December 23, 2015 (this "Agreement"), is entered into by and among Spotlight Innovation Inc. ("Maker") and The Greig Companies, Inc. ("Holder").
Commercial SubleaseSpotlight Innovation, Inc. • December 19th, 2016 • Pharmaceutical preparations • Iowa
This Agreement is by and between Spotlight Innovation Inc. (“Sublessee”) (Spotlight), a Nevada, Corporation located at 6750 Westown Pkwy #200-226 West Des Moines, IA 50265 and K4 Enterprises, LLC. (K4), (“Sublessor”) an Iowa, Limited Liability Corporation, located at 11147 Aurora Ave., Building 3, Urbandale, IA 50322.
AMENDING AGREEMENT NO. 4 (MERGER AGREEMENT AND PLAN OF MERGER)Amending Agreement • March 18th, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
AMENDMENT NO. 1 TO PROMISSSORY NOTEAmerican Exploration Corp • January 3rd, 2011 • Oil & gas field services, nec • British Columbia
PROMISSORY NOTESecured Loan Agreement • October 6th, 2010 • American Exploration Corp • Oil & gas field services, nec
AMERICAN EXPLORATION CORPORATION, a company incorporated under the laws of the State of Nevada, U.S.A., and having an address for notice and delivery located at 407 2nd Street S.W., Calgary, Alberta, Canada, T2P 2Y3
MERGER AGREEMENT by and among Spotlight Innovation, LLC (“Spotlight Innovation”) A Iowa Limited Liability Company, and American Exploration Corporation. (“American Exploration”), A Nevada corporation, February 12, 2013Merger Agreement • February 15th, 2013 • American Exploration Corp • Oil & gas field services, nec • Iowa
This Merger Agreement, dated as of February 12, 2013 (this “Agreement”), is made and entered into by and among Spotlight Innovation, LLC, a limited liability company incorporated in the State of Iowa (“Spotlight Innovation”), and American Exploration Corporation, a Nevada corporation (“American Exploration”).
