Utah Sample Contracts

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

C&J Energy Services Ltd. – Employment Agreement (September 18th, 2018)

This Employment Agreement (this "Agreement") is entered into effective as of September 17, 2018 (the "Effective Date"), by and between C&J Spec-Rent Services, Inc., an Indiana company (the "Company"), and Jan Kees van Gaalen ("Executive").

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

RealSource Residential, Inc – Series a Preferred Stock Purchase Agreement (September 14th, 2018)

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 12, 2018, by and between REALSOURCE RESIDENTIAL, INC., a Nevada corporation (the "Company"), and each of the persons and entities listed as a purchaser on the signature pages hereto (each a "Purchaser" and collectively, the "Purchasers").

Sharing Services, Inc. – Asset Purchase Agreement (September 14th, 2018)
Cryptosign, Inc. – Share Exchange and Purchase Agreement (September 14th, 2018)
I-Minerals Inc – Settlement Agreement and General Release (September 14th, 2018)

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into this 3rd day of August, 2018 between I-Minerals, Inc. ("I-Minerals"), and all of its parent, subsidiary, and affiliated corporations, companies, and business entities, on the one hand, and Thomas M. Conway ("Conway") on the other hand. Conway and I-Minerals are sometimes referred collectively to herein as the "Parties" and individually as a "Party."

Anaplan, Inc. – Employment Agreement (September 14th, 2018)

On behalf of Anaplan, Inc., a Delaware corporation (the Company), I am pleased to offer you the position of Executive Vice President, Chief Financial Officer. Your employment by the Company shall be governed by the following terms and conditions (this Agreement):

HPC Acquisitions, Inc. – Purchase and Sale Agreement (September 13th, 2018)

THIS PURCHASE AND SALE AGREEMENT ("Agreement"), is entered into and shall be effective as of the 1st day of June, 2018 (the "Effective Date"), by and between WALLACE REAL ESTATE, LLC, a California Limited Liability Company, OTTIE J. WALLACE, TRUSTEE OF THE WALLACE BYPASS TRUST UNDER THE OTTIE JOEL AND ELIZABETH WALLACE FAMILY TRUST, and ELBULINICK PROPERTIES LLC, a California Limited Liability Company (together, the "Seller"), and RYAN LAW GROUP, PLLC., a Florida Professional Limited Liability Company, or its Assigns (as defined in Section 9.6 below) ("Purchaser"). Seller and Purchaser are referred to collectively in this Agreement as the "Parties" or, individually, as a "Party."

Canyon Gold Corp. – Securities Purchase Agreement (September 12th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of August 31, 2018, between Defense Technologies International Corp., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Streamline Health Solutions, Inc. – Employment Agreement (September 12th, 2018)

This EMPLOYMENT AGREEMENT (together with Exhibit A, the "Agreement") is entered as of September 10th, 2018, by and between Streamline Health Solutions, Inc., a Delaware corporation with its headquarters in Atlanta, Georgia (the "Company"), and Thomas J. Gibson, a resident of the state of Georgia ("Executive").

CREDIT AGREEMENT Dated as of September 5, 2018 Among CRACKER BARREL OLD COUNTRY STORE, INC., as Borrower, THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Guarantors, THE LENDERS, SWING LINE BANK AND ISSUING BANKS NAMED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH and SUNTRUST BANK, as Co-Syndication Agents REGIONS BANK, U.S. BANK NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent MERRILL LYNCH, PIERCE, FENNER & SMITH I (September 10th, 2018)
Agree Realty Corporation – AGREE REALTY CORPORATION 3,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT (September 7th, 2018)
Select Interior Concepts, Inc. – Fourth Amendment to Financing Agreement (September 7th, 2018)
New Residential Investment Corp – SECOND AMENDED AND RESTATED INDENTURE NRZ ADVANCE RECEIVABLES TRUST 2015-On1, as Issuer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and HLSS HOLDINGS, LLC, as Administrator and CREDIT SUISSE AG, NEW YORK BRANCH, as Administrative Agent and OCWEN LOAN SERVICING, LLC, and NEW RESIDENTIAL MORTGAGE LLC and NEW PENN FINANCIAL, LLC D/B/a SHELLPOINT MORTGAGE SERVICING Dated as of September 7, 2018 NRZ ADVANCE RECEIVABLES TRUST 2015-On1 ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES (September 7th, 2018)

This SECOND AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), is made and entered into as of September 7, 2018 (the "Effective Date"), by and among NRZ ADVANCE RECEIVABLES TRUST 2015-ON1, a statutory trust organized under the laws of the State of Delaware (the "Issuer"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, in its capacity as Indenture Trustee (the "Indenture Trustee"), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), HLSS HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware ("HLSS"), NEW RESIDENTIAL MORTGAGE LLC, a limited liability company organized under the laws of the State of Delaware ("NRM"), NEW PENN FINANCIAL, LLC d/b/a SHELLPOINT MORTGAGE SERVICING, a limited liability company organized under the laws of the State of Delaware ("Shellpoint"), OCWEN LOAN SERVICING, LLC, a limited

AMEDICA Corp – Asset Purchase Agreement by and Among Ctl Medical Corporation, Amedica Corporation, and Us Spine, Inc. (September 6th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of September 5, 2018 (the "Effective Date") by and among CTL Medical Corporation, a Delaware corporation, or its assign (in either case, "Buyer"), Amedica Corporation, a Delaware corporation, ("Amedica"), and US Spine, Inc., a Delaware corporation ("US Spine"). Amedica and US Spine are from time to time hereinafter referred to as the "Seller." Capitalized terms not otherwise defined in the body of this Agreement are used as defined in Exhibit A.

Employment Agreement (September 6th, 2018)

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 15th day of May, 2018, by and between HealthEquity, Inc., a Delaware corporation (the "Company"), and Edward R. (Ted) Bloomberg ("Executive").

Music Of Your Life Inc – Agreement of Merger (September 6th, 2018)

This Agreement of Merger is entered into between Music of Your Life, Inc., a Nevada corporation (herein "Surviving Corporation") and The Marquie Group, Inc., a Utah Corporation (herein "Merging Corporation").

Select Interior Concepts, Inc. – Third Amendment to Financing Agreement (September 6th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company ("AGM"), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company ("Pental" and together with AGM and each Subsidiary of Ultimate Parent (as defined herein) that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), the financial institutions party hereto from time to time as lenders (collectively, the "Lenders") and CERBERUS BUSINESS FINANCE, LLC ("Cerberus"), as agent for the Lenders (in such capacity, the "Agent").

Select Interior Concepts, Inc. – Second Amendment to Financing Agreement (September 6th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company ("AGM"), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company ("Pental" and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), the financial institutions party hereto from time to time as lenders (collectively, the "Lenders") and CERBERUS BUSINESS FINANCE, LLC ("Cerberus"), as agent for the Lenders (in such capacity, the "Agent").

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Effective July 24, 2018 (September 6th, 2018)

The HealthEquity, Inc. Amended and Restated Executive Change in Control Severance Plan (the "Plan") was established by the Committee, effective July 24, 2018 (the "Effective Date"). The Plan was originally adopted as the HealthEquity, Inc. Executive Change in Control Severance Plan, effective as of March 27, 2017, and was amended and restated by the Committee, effective June 20, 2018, to reflect a change to the definition of "Good Reason" approved by the Committee, and was further amended and restated on the Effective Date to reflect the additional benefit of accelerated vesting of certain outstanding equity awards held by a Participant in connection with a Termination Upon a Change in Control.

Community Choice Financial Inc. – Revolving Credit Agreement (September 6th, 2018)

REVOLVING CREDIT AGREEMENT, dated as of September 6, 2018 (as the same may have been and may be hereafter further amended, restated, supplemented, or otherwise modified from time to time) (this "Agreement"), among COMMUNITY CHOICE FINANCIAL INC., an Ohio corporation (the "Borrower"), the Lenders (as defined in Article I), and GLAS TRUST COMPANY LLC, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and Holders.

APX Group Holdings, Inc. – CREDIT AGREEMENT Dated as of September 6, 2018, Among APX GROUP, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE LOAN FUNDING LLC DEUTSCHE BANK SECURITIES INC. GOLDMAN SACHS LENDING PARTNERS LLC BLACKSTONE ADVISORY PARTNERS L.P. CITIZENS BANK, N.A. MACQUARIE CAPITAL (USA) INC. HSBC SECURITIES (USA) INC. MIZUHO BANK, LTD. GUGGENHEIM SECURITIES, LLC as Lead Arrangers and Joint Bookrunners, and as Co-Syndication Agents (September 6th, 2018)
Owens Realty Mortgage, Inc. – Second Amended and Restated Credit Agreement (September 6th, 2018)

This Agreement amends and restates in its entirety those certain (a) Amended and Restated Credit Agreement dated April 16, 2015, by and among Agent, Lenders and Borrower, (b) Addendum to Credit Agreement (Agency Provisions) dated April 16, 2015 among Agent, Lenders and Borrower, (c) Amended and Restated Advance Formula Agreement dated April 16, 2015, by and among Agent, Lenders and Borrower, and (d) (i) Second Amended and Restated Master Revolving Note dated as of June 5, 2017, in the principal amount of $35,000,000, by Borrower to the order of ZB, N.A. dba California Bank & Trust, (ii) Second Amended and Restated Master Revolving Note dated as of June 5, 2017, in the principal amount of $20,000,000, by Borrower to the order of First Bank, and (iii) Master Revolving Note dated as of June 5, 2017, in the principal amount of $20,000,000, by Borrower to the order of Umpqua Bank (each as previously amended, collectively, the "Prior Credit Agreement Documents", and any indebtedness outstand

Investview Inc – Product Contribution Agreement (September 5th, 2018)

This PRODUCT CONTRIBUTION AGREEMENT ("Agreement") is made effective as of October 31, 2017 (the "Effective Date"), and is entered into by and between WestMyn Technology Services, Inc., a Delaware corporation ("WESTMYN") and Investview, Inc., a Nevada corporation (the "Company")and its assigns. WESTMYN and the Company may individually be referred to as a "Party" or collectively as the "Parties."

Marriot Vacations Worldwide Cor – Joinder Agreement (September 5th, 2018)
Interval Leisure Group – Joinder Agreement (September 5th, 2018)
Agora Holdings, Inc. – Contract (September 5th, 2018)

This ADDENDUM TO SHARE EXCHANGE AGREEMENT (the "Addendum") effective as of August 1, 2018 (the "Effective Date"), amends the Share Exchange Agreement dated April 17, 2018, and is made by and between:

Investview Inc – Westmyn Technology Services, Inc. Capital Crypto Mining Agreement (September 5th, 2018)

THIS CAPITAL CRYPTO MINING SALES AGREEMENT, effective as of May 1, 2018 (this "Mining Agreement"), is entered into between Agent (referenced above) and WestMyn Technology Services, Inc., a Delaware corporation having its Registered Office address located at 3333 N. Digital Drive,

Valhi, Inc. – Closing Agreement (September 5th, 2018)

This Closing Agreement (this "Agreement") is entered into as of August 31, 2018, to be effective as of such date, by and between Valhi, Inc., a Delaware corporation ("Valhi"), ASC Holdings, Inc., a Utah corporation ("ASC"), Snake River Sugar Company, an Oregon cooperative corporation ("Snake River"), The Amalgamated Sugar Company LLC, a Delaware limited liability company ("Amalgamated"), the Amalgamated Collateral Trust ("Collateral Trust"), a Delaware business trust, Northwest Farm Credit Services, PCA, as agent under that certain Credit Agreement executed by Snake River and dated as of October 7, 2014 ("NWFCS"), and U.S. Bank National Association, as agent for the lenders under that certain Second Amended and Restated Credit Agreement executed by Amalgamated and dated as of June 3, 2016 ("U.S. Bank") (Valhi, ASC, Snake River, Amalgamated, the Collateral Trust, NWFCS and U.S. Bank, collectively the "Parties" and each individually a "Party"). Capitalized terms used and not otherwise d

Cryptosign, Inc. – Executive Employment Agreement (August 31st, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective as of July 1, 2018, (the "Effective Date") is made and entered by and between NewBridge Global Ventures, Inc., a Delaware corporation (the "Company"), and Scott A. Cox (the "Executive").

Securities Purchase Agreement (August 31st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of August 27, 2018, is entered into by and between NETLIST, INC., a Delaware corporation (Company), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or assigns (Investor).

Gap Inc. – Explanatory Note (August 31st, 2018)

ON MAY 22, 2018, SYNCHRONY BANK (F/K/A GE CAPITAL RETAIL BANK) AND SYNCHRONY FINANCIAL ("SYNCHRONY ENTITIES") ENTERED INTO THE SIXTH AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC. (THE "COMPANY"), GAP (PUERTO RICO), INC., GPS CONSUMER DIRECT, INC., GAP (APPAREL), LLC, GAP (ITM) INC., AND THE SYNCHRONY ENTITIES, WHICH IS ATTACHED HERETO. THE SYNCHRONY ENTITIES ALSO ENTERED INTO THREE OTHER AGREEMENTS WITH CERTAIN OF THE COMPANY'S WHOLLY-OWNED SUBSIDIARIES ON THE SAME DAY:

Cryptosign, Inc. – Interim Services Agreement (August 31st, 2018)
Quantum Energy Inc. – Unanimous Written Consent in Lieu of a Special Meeting of the Board of Directors of Quantum Energy Inc. (August 31st, 2018)

The undersigned being all of the Board of Directors of Quantum Energy Inc., a Nevada Corporation (the "Corporation"), in lieu of holding a special meeting of the Board of Directors of the Corporation and pursuant the Nevada Revised Statutes, which authorizes the taking of action by written consent of the Board of Directors without a meeting, hereby consent to the corporate actions specified below and adopt the following resolutions by written consent, without a meeting and waiving all notice of such a meeting: