Agreement In Principle Sample Contracts

Youngevity International, Inc. – The Purpose of This Engagement Letter (The "Engagement Letter") Is to Outline Our Agreement in Principle Pursuant to Which Tripoint Global Equities, LLC ("Tripoint" or "Selling Agent") Along With Its Division BANQ, Will Act as the Lead Managing Selling Agent and Book Runner in Connection With the Proposed Registered Primary Offering of Up to $10,000,0000 by the Company (The "Offering") of the Preferred Stock, (Collectively Referred Herein as the "Securities") of Youngevity International, Inc. (Collectively With Its Subsidiaries the "Company"), on a "Best Efforts" Basis. (February 7th, 2018)

This Engagement Letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein under Section 15, this Engagement Letter is not intended to be a binding legal document.

Youngevity International, Inc. – The Purpose of This Engagement Letter (The "Engagement Letter") Is to Outline Our Agreement in Principle Pursuant to Which Tripoint Global Equities, LLC ("Tripoint" or "Selling Agent") Along With Its Division BANQ, Will Act as the Lead Managing Selling Agent and Book Runner in Connection With the Proposed Registered Primary Offering of Up to $10,000,0000 by the Company (The "Offering") of the Preferred Stock, (Collectively Referred Herein as the "Securities") of Youngevity International, Inc. (Collectively With Its Subsidiaries the "Company"), on a "Best Efforts" Basis. (January 23rd, 2018)

This Engagement Letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein under Section 15, this Engagement Letter is not intended to be a binding legal document.

Juno Therapeutics Adds Next-Generation Single Cell Sequencing Capabilities Through Acquisition of AbVitro -- Transaction Accelerates Discovery Capabilities for Fully-Human TCR and CAR Binder Generation, Novel Target Discovery, and Translational Research -- -- Payment of Approximately $78 Million in Cash and 1,289,193 Shares of Juno Stock -- -- Agreement in Principle to License Certain AbVitro Technology Rights and Grant Certain Product Option Rights to Celgene -- (January 11th, 2016)

SEATTLE, WA - January 11, 2016 -- Juno Therapeutics, Inc. (Nasdaq: JUNO), a biopharmaceutical company focused on re-engaging the body's immune system to revolutionize the treatment of cancer, announced today that it has acquired AbVitro, Inc., a privately held biotechnology company based in Boston, Massachusetts. The acquisition provides Juno with a leading next-generation single cell sequencing platform that will augment Juno's capabilities to create best-in-class engineered T cells against a broad array of cancer targets. Juno and Celgene Corporation have agreed in principle to enter into an agreement to license Celgene a subset of the acquired technology and to grant Celgene options to certain related potential product rights emanating from the acquired technology.

SIMON PROPERTY GROUP MARCH 20, 2015 SIMONS ICONIC ASSETS 2 SUNRISE (MIAMI), FL NOI: $135MM || SALES PSF: $1,149 MIAMI BEACH, FL NOI: $100MM || SALES PSF: $1,642 ORLANDO, FL NOI: $82MM || SALES PSF: $1,537 SAN DIEGO, CA NOI: $73MM || SALES PSF: $1,085 LAS VEGAS, NV NOI: $73MM || SALES PSF: $1,551 ORLANDO, FL NOI: $70MM || SALES PSF: $1,102 CENTRAL VALLEY (NEW YORK CITY), NY NOI: $116MM || SALES PSF: $1,624 LAS VEGAS, NV NOI: $99MM || SALES PSF: $1,616 HOUSTON, TX NOI: $97MM || SALES PSF: $987 GARDEN CITY (NEW YORK CITY), NY NOI: $84MM || SALES PSF: $965 Note: Figures Reflect 2014 Actual Results (March 20th, 2015)
Agreement in Principle MAGNEGAS CORPORATION ("MNGA") -AND- FUTURENERGY PTY LTD ("FE") (October 9th, 2014)

AWHEREAS, MNGA is a corporation organized and existing under the laws of the State of Delaware with its principal place of business in the State of Florida.

Medifocus Inc. – The Purpose of This Engagement Letter Is to Outline Our Agreement in Principle Pursuant to Which Maxim Group LLC (Maxim) Will Act as the Lead Managing Underwriter and Book Runner in Connection With the Proposed Registered Follow- On Offering (Collectively Referred Herein as the Offering) of Common Stock (Collectively Referred Herein as the Securities) of Medifocus, Inc. (Collectively With Its Subsidiaries the Company), on a Firm Commitment Basis.1 (September 17th, 2014)

This engagement letter states certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided for herein, this engagement letter is not intended to be a binding legal document, with the exception of those specific sections of this engagement letter that are agreed to be binding. All references in this engagement letter to dollars or $ shall mean United States dollars.

Medifocus Inc. – The Purpose of This Engagement Letter Is to Outline Our Agreement in Principle Pursuant to Which Maxim Group LLC (Maxim) Will Act as the Lead Managing Underwriter and Book Runner in Connection With the Proposed Registered Follow- On Offering (Collectively Referred Herein as the Offering) of Common Stock (Collectively Referred Herein as the Securities) of Medifocus, Inc. (Collectively With Its Subsidiaries the Company), on a Firm Commitment Basis.1 (April 2nd, 2014)

This engagement letter states certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided for herein, this engagement letter is not intended to be a binding legal document, with the exception of those specific sections of this engagement letter that are agreed to be binding. All references in this engagement letter to dollars or $ shall mean United States dollars.

BMC Software Announces Stockholder Approval of Merger Agreement With Investor Group Reaches Agreement in Principle to Settle Stockholder Litigation With Additional Payment to Stockholders (July 25th, 2013)

HOUSTON July 24, 2013 BMC Software (NASDAQ: BMC) (BMC or the Company) today announced that, in accordance with the terms of the Agreement and Plan of Merger (the Merger Agreement), dated May 6, 2013, by and among the Company, Boxer Parent Company Inc., a Delaware corporation (Parent), and Boxer Merger Sub Inc., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Parent, the Companys stockholders overwhelmingly voted to approve all of the stockholder proposals required for the proposed merger of Merger Sub with and into the Company, providing for merger consideration of $46.25 per share. Parent was formed by affiliates of investment funds advised by Bain Capital, LLC, Golden Gate Private Equity, Inc., Insight Venture Management, LLC, and a company affiliated with GIC Special Investments Pte Ltd (collectively, Buyer Group). We are excited to achieve the next milestone in this process and are pleased with the outcome of todays vote, said Bob Beauchamp, chairman and chie

Capitol Acquisition Corp. II – FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF CAPITOL ACQUISITION CORP. II Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Corporation Will Be Forced to Liquidate if It Is Unable to Complete a Business Combination Within 21 Months From the Closing of the Corporation's Initial Public Offering (Or 24 Months From the Closing of the Initial Public Offering if the Corporation Has Executed a Letter of Intent, Agreement in Principle or Definitive Agreement For (April 15th, 2013)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Telupay International Inc – Agreement in Principle (July 24th, 2012)

This letter will confirm our recent discussions and the intention of each of the Parties to enter into the basic terms of an agreement (herein the "Agreement") for the proposed acquisition by the above-referenced Purchaser from the above-referenced Vendors of all of issued and outstanding shares (each a "Purchased Share") of the above-referenced Company.

Marshall Edwards Reaches Agreement in Principle to Acquire Intellectual Property Portfolio From Novogen (September 8th, 2010)

San Diego September 8, 2010 Marshall Edwards, Inc.(Nasdaq: MSHL), an oncology company focused on the clinical development of novel anti-cancer therapeutics, announced today that it has reached an agreement in principle with Novogen Limited (ASX: NRT; NASDAQ: NVGN) to acquire Novogens entire isoflavone-related intellectual property portfolio in a stock-based transaction. Specific terms of the proposed agreement were not disclosed.

Sterlite Industries (India) – Sterlite Plan Agreement in Principle Term Sheet (July 10th, 2009)

This Term Sheet (as the same may be amended, modified or supplemented from time to time, the Term Sheet) is made and entered into as of June 12, 2009 by and among ASARCO LLC, a Delaware limited liability company (ASARCO), the subsidiary debtors (together with ASARCO, the Debtors), Sterlite (USA), Inc., a Delaware corporation (the Plan Sponsor), Robert C. Pate, in his capacity as the Future Claims Representative (the FCR), and the Official Committee of Asbestos Claimants in order to set forth their agreement to the matters set forth below (the Asbestos Committee and collectively with the FCR, the Asbestos Representatives). The Debtors, the Plan Sponsor, the FCR and the Asbestos Committee hereinafter are referred to individually as a Party and collectively as the Parties. Capitalized terms not defined herein shall have the meaning ascribed to such terms in that certain Settlement and Purchase and Sale Agreement (the New Plan Sponsor PSA), dated as of March 6, 2009.

Contract (October 14th, 2008)
Handleman Company – Handleman Company Enters Into Definitive Agreement on the Sale of Its Canadian Music Operations, Reaches Agreement in Principle to Sell Uk Subsidiary (July 30th, 2008)

Troy, Michigan July 29, 2008 In its continuing efforts to address the rapid and fundamental changes under way in the music industry, Handleman Company (Pink Sheets: HDLM) today announced that it has entered into definitive agreement to sell its Canadian music operations to Anderson Merchandisers, L.P. (Anderson) of Amarillo, Texas. The sale includes Handlemans music inventory and other selected assets related to its Canadian operations. Anderson will also be retaining Handlemans Canadian workforce of approximately 230 employees. Completion of the sale will occur shortly after receipt of Canadian regulatory approval, which the parties expect to receive in the near future.

Autochina Intl Ltd – FULLY PAID AND NON-ASSESSABLE ORDINANRY SHARES OF THE PAR VALUE OF $.001 EACH OF SPRING CREEK ACQUISITION CORP. Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Corporation Will Be Forced to Liquidate if It Is Unable to Complete a Business Combination by _________, 2009 [18 Months From the Consummation of Its Initial Public Offering] or __________, 2011 [30 Months From the Consummation of Its Initial Public Offering] if a Letter of Intent, Agreement in Principle or Definitive Agreement Has Been Execu (January 30th, 2008)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Cellcyte Genetics Corp – Agreement in Principle (February 2nd, 2007)

This letter will confirm our recent discussions and the intention of each of Parties hereto to enter into the basic terms of an agreement (herein the "Agreement") for the proposed acquisition by the above-referenced Purchaser from the above-referenced Vendors of all of issued and outstanding shares (each a "Purchased Share") of the above-referenced Company.

Miv Therapeutics Inc – Offer to Purchase All of the Shares of Biosync Scientific Pvt. Ltd. (The "Company" Herein) From the Shareholders of the Company (Each Such Shareholder Being a "Vendor" Herein) by MIV Therapeutics, Inc. (The "Purchaser" Herein) (The Company, the Vendors and the Purchaser Being, Collectively, the "Parties" Herein) AGREEMENT IN PRINCIPLE (December 12th, 2006)

This letter will confirm our recent discussions and the intention of each of Parties hereto to enter into the basic terms of an agreement (herein the "Agreement") for the acquisition by the above-referenced Purchaser from the above-referenced Vendors of all of issued and outstanding shares (each a "Purchased Share") of the above-referenced Company. We understand and confirm that the Company is a body corporate subsisting under and registered pursuant to the laws of India, that the Company is presently engaged in the business of designing, manufacturing and marketing coated and non-coated vascular stents and PTCA accessories (collectively, the "Company's Business"). We also understand and confirm that, by entering into this Agreement, the undersigned authorized signatories for each of the Purchaser, the Company and one of the principal Vendors intend to move forward toward entering into a more formal agreement (the "Formal Agreement") pursuant to which each of the Vendors is expected

General Metals Corp – Letter of Intent & Agreement in Principle (August 15th, 2006)

This will confirm the agreement in principle between General Gold Corporation, a Nevada Corporation, (General), and yourself on behalf of (the Seller), in regard to Generals proposed purchase, on the terms and conditions set forth below, of Independence Mines, LLC and substantially all of the assets (the Assets) used by Seller in conducting the business of Independence Mines, LLC in Nevada (the Business).

Intergold – Contract (September 29th, 2005)

EXHIBIT 10.1 LEXINGTON RESOURCES, INC. _________________________ 7473 West Lake Mead Road, Las Vegas, Nevada, U.S.A., 89128 _________________________ September 22, 2005 To: The Board of Directors of: OAKHILLS DRILLING AND OPERATING INTERNATIONAL, INC. ___________________________________________________ P.O. Box 470, 225 Kingsberry Road, Holdenville, Oklahoma, U.S.A., 74848 And to: The Board of Directors of: OAKHILLS DRILLING AND OPERATING, LLC ____________________________________ P.O. Box 470, 225 Kingsberry Road, Holdenville, Oklahoma, U.S.A., 74848 Dear Sirs: Re: Offer to purchase all of the shares of OAKHILLS DRILLING AND OPERATING, LLC (the "COMPANY" herein) from OAKHILLS DRILLING AND OPERATING INTERNATIONAL, INC. (the sole shareholder and the "VENDOR" herein) by LEXINGTON RESOURCES, INC. (the "PURCHASER" herein) (the Company, the Vendor and the Purchaser being,

Gentry Resources – Letter of Intent & Agreement in Principle (April 22nd, 2005)

This will confirm the agreement in principle between General Gold Corporation, a Nevada Corporation, (General), and yourself on behalf of (the Seller), in regard to Generals proposed purchase, on the terms and conditions set forth below, of Independence Mines, LLC and substantially all of the assets (the Assets) used by Seller in conducting the business of Independence Miness, LLC in Nevada (the Business).

Genus – Agreement in Principle (July 2nd, 2004)

This Agreement in Principle, dated as of July 1, 2004, contains the material terms of a Joint Development Agreement between Aixtron Aktiengesellschaft and Genus, Inc. (the "Agreement"). The parties believe that customers desire a production tool based on both parties' background technology and accordingly wish to commence design and development efforts as soon as practicable in order to satisfy such demand. Both parties acknowledge that they could not develop such product independently and rapidly without the background technology of the other party.

Asia Broadband Inc – Agreement in Principle on Collaboration of Fudon New English Offline Training (May 5th, 2004)

According to Collaboration Agreement on Fudan New English Online Education Project signed by both parts, offline training is agreed in principle.

Asia Broadband Inc – Agreement in Principle - Shanghai Online Education Centre (May 5th, 2004)

In order to fully utilize the resources of Shanghai broadband network and to provide online education service to Shanghai and other places in China, part A and part B have reached the following agreement in principle on March 8th, 2002:

Agreement in Principle (March 30th, 2004)

AGREEMENT IN PRINCIPLE dated as of September 22, 2003 (this Agreement), between Kerzner International Limited, a Bahamian corporation (KZL), and Nakheel, LLC (Nakheel).

Ttc Technology Corp – Contract (September 10th, 2003)

Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a Request for Confidential Treatment. Redacted portions are indicated with the notation: ****

Aurora Foods – Contract (July 3rd, 2003)

CONFIDENTIAL July 1, 2003 Aurora Foods Inc. 11432 Lackland Road St. Louis, Missouri 63146 Re: Agreement in Principle Dear Sirs and Madams: This letter, upon your execution and return, will confirm our Agreement in Principle for an investment (the "Investment") in Aurora Foods Inc., a Delaware corporation (the "Company"), by J.W. Childs Equity Partners III, L.P. (the "Investor") on the terms and conditions set forth herein. The Investor understands and acknowledges that the Investment will be made in the context of the Company's restructuring (the "Restructuring") of its current capital structure to, among other things, reduce its outstanding indebtedness and resolve liquidity issues that it currently faces. 1. Investment. The Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, shares of common stock, par value $0.01 per share ("Common St

Global Medical Products Holdings Inc – Agreement in Principle (October 10th, 2002)
Redefine International P.L.C. – Agreement in Principle (July 19th, 2001)
Craig Corp – Contract (July 19th, 2001)
Reading Entertainment – Agreement in Principle (July 19th, 2001)
Enterprises Solutions Inc – Delta Mutual, Incorporated (April 24th, 2001)
Presley Companies /De – [Letterhead of William Lyon Homes, Inc.] (July 20th, 1999)
CanArgo Energy Corporation – Agreement in Principle (February 12th, 1999)
Orbittravel.Com Corp – Agreement in Principle (August 30th, 1996)
Eurogas Corp – Agreement in Principle (July 29th, 1996)