Definitive Agreement Sample Contracts

Tech Foundry Ventures, Inc. – DEFINITIVE AGREEMENT For (July 12th, 2018)

Nevada Canyon Gold Corp. (NCG) is a Nevada Corporation publicly traded issuer on the OTC/QB markets, that holds all rights and interests in and to an Exploration Lease with Option to Purchase Agreement with Goodsprings Development LLC, (GSD) a private Nevada company, dated June 1, 2017 (the "Agreement"). GSD holds all rights, titles and 100% undivided interest in and to the Garfield Flats Property, consists of 156 unpatented mining claims (3120 acres) located in sections 27 and 28 of T 7 N, R 32 E, Mineral County, Nevada which is the subject of the Agreement. See Schedule "A".

Crosstex Energy, L.P. – EnLink Midstream Announces Strategic Partner Update Global Infrastructure Partners Enters Into Definitive Agreement to Acquire Devons Entire Interest in EnLink Midstream (June 6th, 2018)

DALLAS, June 6, 2018 The EnLink Midstream companies (EnLink), EnLink Midstream Partners, LP (NYSE: ENLK) (the Partnership or ENLK) and EnLink Midstream, LLC (NYSE: ENLC) (the General Partner or ENLC), today announced that affiliates of Global Infrastructure Partners (GIP), a leading global independent infrastructure fund manager, have entered into a definitive agreement with Devon Energy Corp. (Devon) to acquire all of Devons interests in EnLink Midstream Manager, LLC (Manager), ENLC, and ENLK for total cash consideration of $3.125 billion.

EnLink Midstream, LLC – EnLink Midstream Announces Strategic Partner Update Global Infrastructure Partners Enters Into Definitive Agreement to Acquire Devons Entire Interest in EnLink Midstream (June 6th, 2018)

DALLAS, June 6, 2018 The EnLink Midstream companies (EnLink), EnLink Midstream Partners, LP (NYSE: ENLK) (the Partnership or ENLK) and EnLink Midstream, LLC (NYSE: ENLC) (the General Partner or ENLC), today announced that affiliates of Global Infrastructure Partners (GIP), a leading global independent infrastructure fund manager, have entered into a definitive agreement with Devon Energy Corp. (Devon) to acquire all of Devons interests in EnLink Midstream Manager, LLC (Manager), ENLC, and ENLK for total cash consideration of $3.125 billion.

Elite Data Services, Inc. – Amendment No. 3 to the Definitive Agreement (Wod Market) (January 16th, 2018)

THIS AMENDMENT NO. 3 TO THE DEFINITIVE AGREEMENT, dated as of January 8, 2018 (the "Amendment No. 3" or "Amendment") by and among WOD MARKET LLC, a Colorado limited liability company ("WOD"), and WOD HOLDINGS INC., a Delaware corporation ("WODH"), and WOD RETAIL SOLUTIONS INC. f/k/a ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange ("Company"), and the individuals listed on the signature page hereto (together, the "Company Controlling Shareholders"). WOD, WODH and Company are each a "Party" and collectively referred to as the "Parties" herein below.

PharMerica Corporation Enters Into Definitive Agreement to Be Acquired by KKR for $29.25 Per Share in Cash Walgreens Boots Alliance, Inc. Will Have Minority Equity Investment in New Company Transaction Valued at Approximately $1.4 Billion (August 2nd, 2017)

LOUISVILLE, Ky. -- August 2, 2017 -- PharMerica Corporation (NYSE: PMC), a national provider of institutional pharmacy, specialty infusion and hospital pharmacy management services, today announced that it has entered into a definitive merger agreement pursuant to which a newly formed company controlled by KKR, with Walgreens Boots Alliance, Inc. (Nasdaq: WBA) as a minority investor, will acquire PharMerica. The all-cash transaction is valued at approximately $1.4 billion including the assumption or repayment of debt. Upon completion of the transaction, PharMerica will become a private company.

Vine Resources Inc. – Definitive Agreement for the Division of Operatorship for Blacksmith Magnolia Area of Mutual Interest (April 10th, 2017)

This Memorandum may be executed in any number of counterparts, each of which shall be considered an original for all purposes and shall be binding upon the heirs, successors and assigns of the parties. The Operator is hereby authorized to compile the signature and notary pages from each of the counterparts in order to have one instrument containing signature and notarial acknowledgments for all parties for recording purposes.

Western Uranium Corp – Pinon Ridge Corporation 31161 Highway 90. P.O. Box 825 Nucla, Colorado, USA Attn: George Glasier Gentlemen: RE: Definitive Agreement for the Acquisition of Pinon Ridge Resources Corporation ('PRR') by Western Uranium Corporation ('Western') as Contemplated by the Letter of Intent Dated November 2, 2017 Between Western Uranium Corporation and Pinon Ridge Corporation ("PRC") (The "Definitive Agreement"). We Refer to Discussions Between Western and the Shareholders of PRC and to the Letter of Intent (The "LOI") Between Pinon Ridge Corporation and Western Uranium Corporation Dated November 2, 2016 (March 31st, 2017)

This date has now passed and, as discussed with George Glasier we wish to record our agreement to extend the execution of the proposed Definitive Agreement until April 30, 2017.

Elite Data Services, Inc. – AMENDMENT NO. 2 TO THE DEFINITIVE AGREEMENT (DEAC and WOD) (March 20th, 2017)

THIS AMENDMENT NO. 2 TO THE DEFINITIVE AGREEMENT, dated as of March 14, 2017 (this "Amendment No. 2") by and among WOD MARKET LLC, a Colorado limited liability company ("WOD"), and WOD HOLDINGS INC., a Delaware corporation ("WODH"), a newly formed entity, owned and held by Brenton Mix and Taryn Watson, individually (collectively referred to as the "WOD Controlling Member(s)"), and ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange ("Company"), and the individuals listed on the signature page hereto (together, the "Company Controlling Shareholders") (each a "Party" and collectively referred to as the "Parties").

Brekford Corp. – Brekford Signs Definitive Agreement to Merge With Keystone Solutions, Inc. (February 14th, 2017)

HANOVER, Maryland - February 13, 2017 - Brekford Corp. (OTCQX: BFDI) ("Brekford"), a leading public safety and security technology service provider of fully integrated automated traffic safety enforcement ("ATSE") solutions, parking and traffic enforcement solutions, and an end-to-end suite of technology solutions for public safety vehicles and mobile workers, announced that on February 10, 2017 it entered into an Agreement and Plan of Merger (the "Agreement") to combine its business with that of KeyStone Solutions, Inc. ("KeyStone"), based in Chantilly, Virginia. Upon the closing of the Agreement, both Brekford and KeyStone will become wholly owned subsidiaries of a newly formed holding company, Novume Solutions, Inc., a Delaware corporation ("Novume"), and Brekford will be renamed to "Brekford Traffic Safety, Inc."

Brekford Corp. – Brekford Signs Definitive Agreement to Merge With Keystone Solutions, Inc. (February 13th, 2017)

HANOVER, Maryland - February 13, 2017 - Brekford Corp. (OTCQX: BFDI) ("Brekford"), a leading public safety and security technology service provider of fully integrated automated traffic safety enforcement ("ATSE") solutions, parking and traffic enforcement solutions, and an end-to-end suite of technology solutions for public safety vehicles and mobile workers, announced that on February 10, 2017 it entered into an Agreement and Plan of Merger (the "Agreement") to combine its business with that of KeyStone Solutions, Inc. ("KeyStone"), based in Chantilly, Virginia. Upon the closing of the Agreement, both Brekford and KeyStone will become wholly owned subsidiaries of a newly formed holding company, Novume Solutions, Inc., a Delaware corporation ("Novume"), and Brekford will be renamed to "Brekford Traffic Safety, Inc."

Vine Resources Inc. – Definitive Agreement for the Division of Operatorship for Blacksmith Magnolia Area of Mutual Interest (February 10th, 2017)

This Memorandum may be executed in any number of counterparts, each of which shall be considered an original for all purposes and shall be binding upon the heirs, successors and assigns of the parties. The Operator is hereby authorized to compile the signature and notary pages from each of the counterparts in order to have one instrument containing signature and notarial acknowledgments for all parties for recording purposes.

Elite Data Services, Inc. – AMENDMENT NO. 1 TO THE DEFINITIVE AGREEMENT (DEAC and WOD) (January 12th, 2017)

THIS AMENDMENT NO. 1 TO THE DEFINITIVE AGREEMENT, dated as of January 10, 2017 (this "Amendment No. 1") by and among WOD MARKET LLC , a Colorado limited liability company ("WOD"), and the undersigned individuals listed on the signature page hereto (collectively, the "WOD Controlling Members "), and ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange ("Company"), and the individuals listed on the signature page hereto (together, the "Company Controlling Shareholders") (each a "Party" and collectively referred to as the "Parties").

IntelGenx Technologies Corp. – IntelGenx and RedHill Biopharma Announce Definitive Agreement for Commercialization of RIZAPORT(r) for Migraines With Pharmatronic Co. In South Korea (December 14th, 2016)

Saint-Laurent, Canada December 14, 2016 IntelGenx Corp., (TSXV: IGX) (OTCQX: IGXT), and RedHill Biopharma Ltd. (NASDAQ: RDHL) (TASE: RDHL), today announced the signing of an exclusive license agreement with Pharmatronic Co. (Pharmatronic Co.) for the commercialization of RIZAPORT(r) in the Republic of Korea (South Korea). RIZAPORT(r) is a proprietary oral thin film formulation of rizatriptan for the treatment of acute migraines.

Gtx – Text Marked by [* * *] Has Been Omitted Pursuant to a Request for Confidential Treatment and Was Filed Separately With the Securities and Exchange Commission. DEFINITIVE AGREEMENT (November 15th, 2016)

Effective as of June 16, 2016 ("Effective Date"), this definitive agreement ("Agreement") is entered into by and between Inventergy Innovations, LLC, Inc., a California Limited Liability Corporation with a place of business at 900 E. Hamilton Avenue, Suite 180, Campbell, CA 95008 ("Inventergy"), and Global Trek Xploration, a California Corporation with a place of business at 117 W. 9TH Street, Suite 1214, Los Angeles, California 90015 ("GTX"); each of these entities is to be considered a "Party" to this Agreement.

Elite Data Services, Inc. – DEFINITIVE AGREEMENT by and Among WOD MARKET LLC [THE CONTROLLING MEMBERS OF WOD MARKET LLC] AND ELITE DATA SERVICES INC. [THE CONTROLLING STOCKHOLDERS OF ELITE DATA SERVICES INC.] Dated as of August 26, 2016 DEFINITIVE AGREEMENT (September 2nd, 2016)

THIS DEFINITIVE AGREEMENT, dated as of August 26, 2016 (this "Agreement") by and among WOD MARKET LLC, a Colorado limited liability company ("WOD"), and the entities and/or individuals listed on Schedule 1.1 attached hereto (collectively, the "WOD Controlling Members"), and ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange ("DEAC" and "Company"), and the entity listed on Schedule 1.1 (together, the "DEAC Controlling Shareholders") (collectively referred to as the "Parties").

National Commerce Corp – Private Bancshares, Inc. Enters Into Definitive Agreement to Join National Commerce Corporation (August 31st, 2016)

Private Bank of Buckhead and its Private Bank of Decatur and PrivatePlus Mortgage divisions will be part of National Bank of Commerce family

Canyon Gold Corp. – Definitive Agreement (July 20th, 2016)
Alliqua BioMedical, Inc. And BSN Medical, Inc. Announce Definitive Agreement on Distribution Rights for Sorbion Dressing Products in the U.S., Canada and Latin America; Alliqua Updates Fiscal Year 2016 Outlook (July 7th, 2016)

YARDLEY, PA./CHARLOTTE, N.C., July 7, 2016 (GLOBE NEWSWIRE) -- Alliqua BioMedical, Inc. (NASDAQ:ALQA) ("Alliqua"), a provider of advanced wound care products, today announced that Alliqua signed a definitive agreement with BSN medical, Inc. ("BSN"), a global integrated medical therapy provider for the sale to BSN of Alliqua's exclusive distribution rights for SORBION(r)SACHET(r) and SORBION(r)SANA primary dressings in the United States, Canada and Latin America. Subject to the terms and conditions of the definitive agreement, BSN will pay Alliqua total consideration of up to $4.4 million for the purchase by BSN of all of the rights out of Alliqua's existing distribution agreement with former Sorbion GmbH & Co KG (now owned by BSN medical).

IntelGenx Technologies Corp. – IntelGenx and RedHill Biopharma Announce Signing of Definitive Agreement for Commercialization of RIZAPORT With Grupo Juste for Spain and Additional Potential Territories (July 5th, 2016)

Saint-Laurent, Canada July 5, 2016 IntelGenx Corp., (TSXV: IGX) (OTCQX: IGXT), and RedHill Biopharma Ltd. (NASDAQ: RDHL) (TASE: RDHL), today announced the signing of the definitive agreement with Grupo Juste S.A.Q.F. for the commercialization of RIZAPORT, a unique oral thin film for the treatment of acute migraines, in the country of Spain. All commercial manufacturing of RIZAPORTTM will take place at IntelGenx new state-of-the-art manufacturing facility in Canada. Full details of the financial terms of the agreement were not disclosed.

Continental Rail Corp – Definitive Agreement (June 27th, 2016)

The Effective Closing Date of this Definitive Agreement dated this 24th day of June, 2016 between TBG Holdings Corporation, a Florida corporation (hereinafter referred to as The Buyer") and, Continental Rail Corp., a Nevada corporation (hereinafter referred to as The Seller") The Buyer will receive from The Seller One Hundred Percent (100%) interest in Continental Rail, LLC. The interest to be transferred to The Buyer from The Seller shall be effective as of the date stated herein.

Elite Data Services, Inc. – DEFINITIVE AGREEMENT by and Among PROPERTIES OF MERIT INC. [THE CONTROLLING STOCKHOLDERS OF PROPERTIES OF MERIT INC.] AND ELITE DATA SERVICES INC. [THE CONTROLLING STOCKHOLDERS OF ELITE DATA SERVICES INC.] Dated as of May 20, 2016 DEFINITIVE AGREEMENT (May 24th, 2016)

THIS DEFINITIVE AGREEMENT, dated as of May 20, 2016 (this "Agreement") by and among PROPERTIES OF MERIT INC., a Nevada corporation ("POM"), and the entities and/or individuals listed on Schedule 1.1 attached hereto (collectively, the "POM Controlling Shareholder"), and ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Market ("DEAC"), and the entity listed on Schedule 1.1 (together, the "DEAC Controlling Shareholders") (each a "Party" and, collectively referred to as the "Parties").

MagneGas Receives $382,500, Signs Definitive Agreements for Expansion Into Gulf Coast, Including $775,000 Equipment Sale (November 13th, 2015)

TAMPA, FL - 11/13/15 -- MagneGas(r) Corporation ("MagneGas(r)" or the "Company") (NASDAQ: MNGA) a leading technology company that counts among its inventions a patented process that converts liquid waste into MagneGas(r) fuel, announced today that the Company has signed a "Gasier Purchase Agreement" (the "Gasier Agreement") and "Distribution and License Agreement" (the "Distribution Agreement") with Green Arc Supply, LLC ("Green Arc") to manufacture and sell a $775,000 100kw Plasma-Arc Gasification system (the "System"). This agreement represents the first time in the history of the Company that an equipment sale has been made inside the United States and signifies a new era in the Company's expansion strategy. The Company believes this is the most significant event this year as the agreements call for extensive expansion with the potential for substantial capital infusion through additional equipment sales in the coming months.

Lifelogger Technologies Corp – Lifelogger Technologies Corp. 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, Florida 33410 October 26, 2015 (October 29th, 2015)

Lifelogger Technologies Corp., a Nevada corporation ("Company"), is pleased to submit this binding term sheet ("Term Sheet") concerning the Company's purchase of the assets (the "Asset Purchase") of Pixorial, Inc., a Colorado corporation ("Pixorial"). This Term Sheet reflects the mutual intention of the Company and Pixorial to effectuate the Asset Purchase on the general terms and conditions set forth below (the "Acquisition"). In addition, the Company proposes to engage Andres Espineira as a consultant to the Company and enter into a license agreement related to Pixorial's software. In this Term Sheet, Company and Pixorial each may also be referred to as a "Party" and, together, as the "Parties."

AMEDICA Corp – Amedica Enters Into Definitive Agreements to Raise $15.0 Million in Equity Financing (September 8th, 2015)

This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock. The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years. The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015. The exercise of both the Series B Warrants and the Series C Warrants may occur automatica

RealNetworks Announces Definitive Agreement to Sell Its Slingo and Social Casino Games Business to Gaming Realms for $18 Million (July 27th, 2015)

Seattle, July 24, 2015 -RealNetworks, Inc. (NASDAQ: RNWK) today announced an agreement to sell the Slingo and Social Casino portion of its games business to Gaming Realms plc (LSE: GMR), a publicly-traded, London-based online gaming company, for $18 million.

Home Properties Enters Into Definitive Agreement to Be Acquired by Lone Star Funds Home Properties Stockholders to Receive $75.23 Per Share in Cash UDR, Inc. To Acquire Certain Home Properties Assets in Connection With Transaction (June 22nd, 2015)

ROCHESTER, NY / DALLAS, TX / DENVER, CO, June 22, 2015 Home Properties, Inc. (NYSE:HME) (Home Properties, or the Company) today announced that it has entered into a definitive agreement (the Merger Agreement) to be acquired by an affiliate of Lone Star Funds, in a transaction valued at approximately $7.6 billion, including the assumption of existing debt. Upon completion of the transaction, Home Properties will become a privately held company.

Camden National Corporation – ACTIVE/80853771.1 AMENDMENT TO CAMDEN NATIONAL CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN A. The Camden National Corporation Amended and Restated Defined Contribution Retirement Plan, Effective as of February 26, 2013 (The "Plan"), Is Hereby Amended as Follows: 1. The Definition of Change of Control Set Forth Section 1.3 of the Plan Is Hereby Amended by Deleting Such Definition in Its Entirety and Substituting the Following in Lieu Thereof: "'Change of Control' Shall Have the Meaning Provided to Such Term in the 2012 Incentive Plan." 2. Section 5.3 of the Plan Is Hereby Amended by Deleti (March 10th, 2015)
Alkame Holdings, Inc. – Amendment to Alkame Holdings, Inc. & Xtreme Technologies, Inc. Stock Purchase Definitive Agreement (January 20th, 2015)

This AMENDMENT is made effective as of January 16th, 2015, by and between Alkame Holdings, Inc., a Nevada corporation ("Buyer"), and Xtreme Technologies, Inc., an Idaho corporation (the "Company").

Cell MedX Corp. – Cell MedX Corp. Announces Signing of Definitive Agreement to Acquire Technology for Treating Diabetes and Related Ailments. (October 17th, 2014)

LAS VEGAS, NEVADA--(Marketwired - October 17, 2014) - Cell MedX Corp. (OTCBB:CMXC), (the "Company") is pleased to announce that on October 16, 2014, the Company entered into a Technology Purchase Agreement with Jean Arnett and Brad Hargreaves (collectively being the "Vendors") to acquire a proprietary technology for treatment of diabetes and related ailments (the "Technology"). The Purchase Agreement replaces and supersedes the binding letter agreement dated August 29, 2014, pursuant to which the Vendors had previously agreed to grant to the Company exclusive worldwide license rights for the Technology.

Chart Acquisition Corp. – Chart Acquisition Corp. Agrees to Business Combination With Tempus Jets (July 16th, 2014)

New York, July 16, 2014 /PRNewswire/ -- Chart Acquisition Corp. (NASDAQ: CACG; CACGW; CACGU) ("Chart Acquisition" or "Chart") today announced that it signed definitive agreements to complete a business combination transaction with Tempus Intermediate Holdings, LLC ("Tempus Jets", "Tempus" or the "company").

Canyon Gold Corp. – DEFINITIVE AGREEMENT (This Agreement Including All Addendums Supersedes and Replaces Any Previous Signed Agreement) (May 29th, 2014)

AND: MARSHALL THOMSEN LTD (a private BC Corporation) 311-16477 64th Ave., Surrey, BC, Canada V3S 6V7 (hereinafter referred to as the MARSHALL THOMSEN)

May 23, 2014 California Dear Christy: (May 23rd, 2014)

The purpose of this letter is to confirm the current terms and conditions of your employment with Good Technology Corporation (the Company). By signing below, you and the Company agree and acknowledge that this letter represents the entire agreement and understanding between you and the Company concerning the subject matter of this letter, and, except as specifically provided herein, supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this letter, including, but not limited to, the offer letter by and between you and the Company dated December 12, 2012.

Alkame Holdings, Inc. – Alkame Holdingsalkame Holdings, Inc. & Xtreme Technologies, Inc. Stock Purchase Definitive Agreement (April 22nd, 2014)

AGREEMENT made April 21st, 2014, by and between Alkame Holdings, Inc., a Nevada corporation ("Buyer"), and Xtreme Technologies, Inc., an Idaho corporation (the "Company").

Lexaria Corp – Enertopia Corporation 950-1130 West Pender Street British Columbia, Canada V6E 4A4 (April 10th, 2014)

This Letter of Intent ("LOI") shall set forth the basic terms of the recent discussions between Enertopia Corporation, or its wholly-owned subsidiary ("Enertopia") and Lexaria Corp., or its wholly-owned subsidiary ("Lexaria") (collectively, the "Parties") with regard to the ownership by Enertopia of a 51% interest in the business, and the ownership by Lexaria of a 49% interest in the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes under the MMPR (the "Business").

Enertopia Corp. – Enertopia Corporation 950-1130 West Pender Street British Columbia, Canada V6E 4A4 (April 10th, 2014)

This Letter of Intent ("LOI") shall set forth the basic terms of the recent discussions between Enertopia Corporation, or its wholly-owned subsidiary ("Enertopia") and Lexaria Corp., or its wholly-owned subsidiary ("Lexaria") (collectively, the "Parties") with regard to the ownership by Enertopia of a 51% interest in the business, and the ownership by Lexaria of a 49% interest in the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes under the MMPR (the "Business").