Nevada Sample Contracts

Digerati Technologies, Inc. – SECURITIES PURCHASE AGREEMENT (March 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2019, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, Texas 78209 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 900 Monroe Street, Suite 908, Hoboken, New Jersey 07030 (the “Buyer”).

Eldorado Resorts, Inc. – PERFORMANCE STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan (March 1st, 2019)

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the ___ day of _______________ (the “Grant Date”) between Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and ___________ (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”).  Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Digerati Technologies, Inc. – SECURITIES PURCHASE AGREEMENT (March 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 16, 2019, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, TX 78209 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).

Wsfs Financial Corp – WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 Forward- Looking Statements This press release contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward- looking statements include, without limitation, statements relating to the impact WSFS expects its proposed acquisition of Beneficial to have on the combined entity’s operations, financial condition, and financial results, and WSFS’s expectations about its ability to successfully integrate the combined (March 1st, 2019)
Bioxytran, Inc – SECURITIES PURCHASE AGREEMENT (March 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 25, 2019, by and between BIOXYTRAN, INC., a Nevada corporation, with headquarters located at 233 Needham Street, Suite 300, Newton, MA 02464 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).

Bioxytran, Inc – SECURITY AGREEMENT (March 1st, 2019)

THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of February 25, 2019, by and between Bioxytran, Inc., a Nevada corporation (the “Borrower”), and Auctus Fund, LLC, a Delaware limited liability company (the “Secured Party” or “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the “Securities Purchase Agreement”).

Digerati Technologies, Inc. – SECURITIES PURCHASE AGREEMENT (March 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2019, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, Texas 78209 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 900 Monroe Street, Suite 908, Hoboken, New Jersey 07030 (the “Buyer”).

Liberated Solutions, Inc. – STOCK PURCHASE AGREEMENT (March 1st, 2019)

This Stock Purchase Agreement (the “Agreement”) is entered into as of February 28, 2019, with an effective date of March 1, 2019 (the “Effective Date”), by and among Liberated Solutions, Inc. (f/k/a The Go Eco Group, f/k/a Liberated Energy, Inc.), a Nevada corporation (“Liberated”), CigaWatt, Inc., a Missouri corporation (“CigaWatt”), and each of the shareholders of CigaWatt identified on the signature pages hereto. Such shareholders own 100% of the capital stock in CigaWatt and are sometimes referred to herein as the “Shareholders”. The parties shall be collectively referred to herein as the “Parties” and individually, a “Party.” In consideration of the mutual promises contained herein, intending to be legally bound, the Shareholders, Liberated and Company hereby agree as follows:

Terra Tech Corp. – SECURITIES PURCHASE AGREEMENT (February 28th, 2019)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made effective as of the 26th day of February 2019 (the “Effective Date”) by and between FOREVER GREEN NV, a Nevada limited liability company (“FG-NV”), FOREVER YOUNG INVESTMENTS, L.L.C., a Nevada limited liability company (“FYI” along with FG-NV, collectively, the “Seller”) and TERRA TECH CORP., a Nevada corporation (“Purchaser”) with respect to the following facts and circumstances: (i) FG-NV owns a 50% Percentage Interest in Medifarm I, LLC, a Nevada limited liability company (“Medifarm I”) and a 15% Percentage Interest in Medifarm II, LLC, a Nevada limited liability company (“Medifarm II”); and FYI owns a 50% Percentage Interest (the “Medifarm RE Securities”)in Medifarm I Real Estate, LLC, a Nevada limited liability company (“Medifarm RE”); (ii) the Seller’s ownership in Medifarm I and Medifarm II shall be referred to as the “Subject Securities”); (iii) Seller has agreed to sell to the Purchaser and Purchaser has agreed to pu

Scientific Games Corp – Amendment to Consulting Agreement (February 28th, 2019)

This Amendment to Consulting Agreement (this “Amendment”) is made on January 11, 2019 and is effective as of January 1, 2019 by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Richard Haddrill (“Consultant”).

Scientific Games Corp – Contract (February 28th, 2019)

SUPPLEMENTAL INDENTURE, dated as of November 1, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Don Best Sports Corporation, a Nevada corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral agent (the “Trustee”).

Nestbuilder.com Corp. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (February 28th, 2019)

This First Amendment to Employment Agreement (the “Amendment”) is entered into as of September 25, 2018 (the “Effective Date”) by and between Thomas M. Grbelja, an individual (the “Employee”) and Nestbuilder.com Corp., a Nevada corporation (the “Company”) for the purpose of memorializing an oral amendment to that certain Employment Agreement dated August 17, 2018, by and between the Company and the Employee (the “Employment Agreement”), which oral amendment was entered into on or about August 28, 2018. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Employment Agreement. In consideration of the continued employment of Employee by the Company, the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree to memorialize the oral amendment to the Employment Agreement by executi

Scientific Games Corp – Contract (February 28th, 2019)

SUPPLEMENTAL INDENTURE, dated as of November 1, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Don Best Sports Corporation, a Nevada corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

Terra Tech Corp. – SETTLEMENT AGREEMENT AND RELEASE (February 28th, 2019)

IT IS HEREBY STIPULATED AND AGREED, by and between the following Parties (each one a “Party,” and all of them respectively and collectively, the “Parties”): (i) on the one hand, Terra Tech Corp., a Nevada corporation (“Terra Tech”), Derek Peterson, a.k.a. Derek Oppedisano, an individual (“Peterson”), Amy Almsteier, a.k.a. Amy Oppedisano, an individual (“Almsteier”), Michael Nahass, an individual (“Nahass”), Michael James, an individual (“James”), Mikel Alvarez, an individual (“Alvarez”), Garrett Alvarez, an individual (“Garrett”), Mikel Alvarez, as the Trustee of the Alvarez Family Trust (“Alvarez Family Trust”), Alvy Enterprises, LLC, a revoked Nevada limited liability company (“Alvy”), Jesse Haw, an individual (“Haw”), Nevada MF LLC, a Nevada limited liability company (“Nevada MF”), Nuleaf Sparks Cultivation LLC, a Nevada limited liability company (“Nuleaf Sparks”), Nuleaf Reno Production, LLC, a Nevada limited liability company (“Nuleaf Reno”); Midgrun Eats L.L.C., a Nevada limited

Scientific Games Corp – Amendment to Employment Agreement (February 28th, 2019)

This Amendment to Employment Agreement (this “Amendment”) is made effective as of February 25, 2019 (“Amendment Effective Date”) by and between Scientific Games Corporation, a Nevada corporation (the “Company”) and Michael Winterscheidt (“Executive”).

Loop Industries, Inc. – SECURITIES PURCHASE AGREEMENT (February 28th, 2019)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2019, between Loop Industries, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Rito Group Corp. – Subscription Agreement (February 28th, 2019)

This Subscription Agreement (this “Agreement”) is made and entered into as of February 25, 2019 by and between RITO GROUP CORP., a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”). The Purchaser, together with the Company shall be referred to as the “Parties”.

Scientific Games Corp – Contract (February 28th, 2019)

SUPPLEMENTAL INDENTURE, dated as of November 1, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Don Best Sports Corporation, a Nevada corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

Scientific Games Corp – Contract (February 28th, 2019)

SUPPLEMENTAL INDENTURE, dated as of November 1, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Don Best Sports Corporation, a Nevada corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee, collateral agent, registrar and transfer agent (the “Trustee”).

Scientific Games Corp – Amended and Restated Employment Agreement (February 28th, 2019)

This Amended and Restated Employment Agreement (this “Agreement”) is made as of January 1, 2019 (the “Effective Date”) by and between Scientific Games Corporation, a Nevada corporation (the “Company”), and Patrick J. McHugh (“Executive”).

BioSolar Inc – SECURITIES PURCHASE AGREEMENT (February 28th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 20, 2019, by and between BIOSOLAR, INC., a Nevada corporation, with headquarters located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).

Employers Holdings, Inc. – EMPLOYMENT AGREEMENT (February 28th, 2019)

This Employment Agreement (this “Agreement”) by and between Employers Holdings, Inc., a Nevada corporation (the “Company”) and Lori A. Brown (the “Employee”) is entered into as of the 8th day of November, 2018, effective as of January 1, 2019 (the “Effective Date”). Effective as of the Effective Date, this Agreement shall replace and supersede, in its entirety, any prior employment agreement or agreements between the Employee and the Company (the “Prior Agreements”) and the Prior Agreements shall be of no force or effect.

Scientific Games Corp – Amendment to Employment Agreement (February 28th, 2019)

This Amendment to the Amended and Restated Employment Agreement (this “Amendment”) is made effective as of January 1, 2019 (“Amendment Effective Date”) by and between Scientific Games Corporation, a Nevada corporation (the “Company”) and Michael Quartieri (“Executive”).

Nestbuilder.com Corp. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (February 28th, 2019)

This First Amendment to Employment Agreement (the “Amendment”) is entered into as of September 25, 2018 (the “Effective Date”) by and between Alex Aliksanyan, an individual (the “Employee”) and Nestbuilder.com Corp., a Nevada corporation (the “Company”) for the purpose of memorializing an oral amendment to that certain Employment Agreement dated August 17, 2018, by and between the Company and the Employee (the “Employment Agreement”), which oral amendment was entered into on or about August 28, 2018. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Employment Agreement. In consideration of the continued employment of Employee by the Company, the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree to memorialize the oral amendment to the Employment Agreement by executing

Scientific Games Corp – Contract (February 28th, 2019)

SUPPLEMENTAL INDENTURE, dated as of November 1, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Don Best Sports Corporation, a Nevada corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee, registrar and transfer agent (the “Trustee”).

BioSolar Inc – SECURITIES PURCHASE AGREEMENT (February 28th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 25, 2019, by and between BIOSOLAR, INC., a Nevada corporation, with its address at 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

Scientific Games Corp – Contract (February 28th, 2019)

SUPPLEMENTAL INDENTURE, dated as of November 1, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Don Best Sports Corporation, a Nevada corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as successor trustee (the “Trustee”).

Southwest Gas Corp – FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of November 30, 2018 (February 28th, 2019)

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is by and among CENTURI CONSTRUCTION GROUP, INC., a Nevada corporation (the “Company”), NPL CONSTRUCTION CO., a Nevada corporation, MERITUS GROUP, INC., a Nevada corporation and VISTUS CONSTRUCTION GROUP LLC, a Nevada limited liability company, as US Borrowers, LYNXUS CONSTRUCTION GROUP INC., a corporation organized under the laws of the Province of Ontario, Canada, as Canadian Borrower, the other Credit Parties party hereto, the lenders party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Wsfs Financial Corp – WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 Forward- Looking Statements This press release contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward- looking statements include, without limitation, statements relating to the impact WSFS expects its proposed acquisition of Beneficial to have on the combined entity’s operations, financial condition, and financial results, and WSFS’s expectations about its ability to successfully integrate the combined (February 27th, 2019)
Cyberfort Software, Inc. – SOFTWARE PURCHASE AGREEMENT (February 27th, 2019)

THIS SOFTWARE PURCHASE AGREEMENT (this “Agreement”), effective on February 25th, 2019 is made between and among Cyberfort Software, Inc., a Nevada publicly- traded Corporation (“Buyer”), Just Content (“Seller”) and Krishna Kumar, an individual (“Krishna”). Buyer, Seller and Krishna are referred to herein sometimes collectively as the “Parties” and individually as the “Party.”

Medifirst Solutions, Inc. – SECURITIES PURCHASE AGREEMENT (February 27th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as February 20, 2019, by and between MediFirst Solutions, Inc. , a Nevada corporation, with headquarters located at 4400 Route 9 South, Suite 1000, Freehold, New Jersey (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Broad Street, Suite 1201, New York, NY 10004 (the “Buyer”).

Medifirst Solutions, Inc. – SECURITIES PURCHASE AGREEMENT (February 27th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 27, 2019, by and between MEDIFIRST SOLUTIONS, INC., a Nevada corporation, with headquarters located at 4400 Route 9 South, Suite 1000, Freehold, NJ 07728 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).

Medifirst Solutions, Inc. – SECURITIES PURCHASE AGREEMENT (February 27th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 25, 2019, by and between MEDIFIRST SOLUTIONS, INC., a Nevada corporation, with its address at 4400 Route 9 South, Suite 1000, Freehold NJ 07728 (the “Company”), and Bellridge Capital, LP., a Delaware Corporation, with its address at 515 E. Las Olas Boulevard, Suite 120A, Fort Lauderdale Florida 33301 (the “Buyer”).

Jerrick Media Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (February 26th, 2019)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February ___, 2019, by and between Jerrick Media Holdings, Inc., a Nevada corporation with its headquarters located at 2050 Center Avenue, Suite 640, Fort Lee, NJ 07024 (the “Company”), and the investors identified on the signature page hereto (the “Purchasers”).

Axim Biotechnologies, Inc. – PREFERRED STOCK PURCHASE AGREEMENT (February 26th, 2019)

This Preferred Stock Purchase Agreement (the “Agreement”) is entered into as of February 20, 2019 (the “Effective Date”) by and between MJNA Investment Holdings, LLC, a Nevada limited liability company (“Seller”), and Juniper & Ivy Corporation, a Nevada corporation (“Purchaser”), with reference to the following facts: