Nevada Uses in Certain Definitions Clause

Certain Definitions from Agreement

This Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among ClubCorp Holdings, Inc., a Nevada corporation (the "Company"), the persons and entities listed on Exhibit A hereto (collectively, the "FrontFour Group" and, individually, a "member" of the FrontFour Group), and Emanuel R. Pearlman (the "Director Designee").

Certain Definitions. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act (as defined below) and will include persons who become Affiliates of any person subsequent to the date of this Agreement; (b) "Associate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include persons who become Associates of any person subsequent to the date of this Agreement; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (e) "NRS" shall mean the Nevada Revised Statutes; (f) "NYSE" shall mean the New York Stock Exchange; (g) "person" shall be interpreted broadly to include, among others, any individual, corporation (including not-for-profit), general or limited partnership, limited

Certain Definitions from Agreement

This Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among ClubCorp Holdings, Inc., a Nevada corporation (the "Company"), the persons and entities listed on Exhibit A hereto (collectively, the "FrontFour Group" and, individually, a "member" of the FrontFour Group), and Emanuel R. Pearlman (the "Director Designee").

Certain Definitions. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act (as defined below) and will include persons who become Affiliates of any person subsequent to the date of this Agreement; (b) "Associate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include persons who become Associates of any person subsequent to the date of this Agreement; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (e) "NRS" shall mean the Nevada Revised Statutes; (f) "NYSE" shall mean the New York Stock Exchange; (g) "person" shall be interpreted broadly to include, among others, any individual, corporation (including not-for-profit), general or limited partnership, limited

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Employment Agreement

This Employment Agreement (this Agreement) is entered into as of November 15, 2016 by and between MGM Resorts International (Employer), and William Hornbuckle (Employee).

Certain Definitions. As used in this Agreement: Business Contacts are defined as the names, addresses, contact information or any information pertaining to any persons, advertisers, suppliers, vendors, independent contractors, brokers, partners, employees, entities, patrons or customers (excluding Companys Trade Secrets, which are protected from disclosure in accordance with Section 8.2 above) upon whom or which Employee: contacted or attempted to contact in any manner, directly or indirectly, or which Company reasonably anticipated Employee would contact within six months of Employees last day of employment at Company, or with whom or which Employee worked or attempted to work during Employees employment by Company. Company means MGM Resorts International, and all of its subsidiary and affiliated entities, together with all of their respective officers, directors, joint venturers, members, shareholders, employees, ERISA plans, attorneys and assigns. Competitor means any person, corporation, partnership, limited liability company or other entity which is either directly, indirectly or through an affiliated company, engaged in or proposes to engage in the development, ownership, operation or management of (i) gaming facilities; (ii) convention or meeting facilities; or (iii) one or more hotels if any such hotel is connected in any way, whether physically or by business association, to a gaming establishment and, further, where Competitors activities are within a 150 mile radius of any location where any of the foregoing facilities, hotels, or venues are, or are proposed to be, owned, operated, managed or developed by the Company. Confidential Information is defined as all Trade Secrets, Business Contacts, business practices, business procedures, business processes, financial information, contractual relationships, marketing practices and procedures, management policies and procedures, and/or any other information of Company Group or otherwise regarding Company Groups operations and/or Trade Secrets or those of any member of Company Group and all information maintained or entered on any database, document or report set forth on Exhibit A or any other loyalty, hotel, casino or other customer database or system, irrespective of whether such information is used by Employee during Employees employment by Company. Disputed Claim means that Employee maintains pursuant to Section 10.3 that Employer has materially breached its duty to Employee and Employer has denied such material breach. Employees Good Cause shall mean (i) any assignment to Employee of duties that are materially and significantly different than those contemplated by the terms of this Agreement; (ii) any material and significant limitation on the powers of the Employee not contemplated by the terms of the Agreement; or (iii) the failure of Employer to pay Employee any compensation when due, save and except a Disputed Claim to compensation. Employees Physician shall mean a licensed physician selected by Employee for purposes of determining Employees disability pursuant to the terms of this Agreement. Employers Good Cause shall mean: (1) Employees death; (2) Employees Disability, which is hereby defined to include incapacity for medical reasons certified to by Employers Physician (defined below) which precludes the Employee from performing the essential functions of Employees duties hereunder for a consecutive or predominately consecutive period of six (6) months, with or without reasonable accommodations. (In the event Employee disagrees with the conclusions of Employers Physician, Employee (or Employees representative) shall designate a physician of Employees choice, (Employees Physician) and Employers Physician and Employees Physician shall then jointly select a third physician, who shall make a final determination regarding Employees Disability, which shall be binding on the parties). Employee acknowledges that consistent and reliable attendance is an essential function of Employees position. Employee agrees and acknowledges that a termination under this paragraph does not violate any federal, state or local law, regulation or ordinance, including but not limited to the Americans With Disabilities Act; (3) Employees failure to abide by Employers policies and procedures, misconduct, insubordination, inattention to Employers business, failure to perform the duties required of Employee up to the standards established by the Employers senior management, dishonesty, or other material breach of this Agreement. Employer reserves the sole and absolute discretion to determine whether any of the foregoing circumstances exist or have occurred, provided that such discretion is exercised lawfully and in good faith; or (4) Employees failure or inability to satisfy the requirements stated in Section 6 above. Employers Physician shall mean a licensed physician selected by Employer for purposes of determining Employees disability pursuant to the terms of this Agreement. Restrictive Per

Certain Definitions from Employment Agreement

This Employment Agreement (this Agreement) is entered into as of November 15, 2016 by and between MGM Resorts International (Employer), and Corey Sanders (Employee).

Certain Definitions. As used in this Agreement: Business Contacts are defined as the names, addresses, contact information or any information pertaining to any persons, advertisers, suppliers, vendors, independent contractors, brokers, partners, employees, entities, patrons or customers (excluding Companys Trade Secrets, which are protected from disclosure in accordance with Section 8.2 above) upon whom or which Employee: contacted or attempted to contact in any manner, directly or indirectly, or which Company reasonably anticipated Employee would contact within six months of Employees last day of employment at Company, or with whom or which Employee worked or attempted to work during Employees employment by Company. Company means MGM Resorts International, and all of its subsidiary and affiliated entities, together with all of their respective officers, directors, joint venturers, members, shareholders, employees, ERISA plans, attorneys and assigns. Competitor means any person, corporation, partnership, limited liability company or other entity which is either directly, indirectly or through an affiliated company, engaged in or proposes to engage in the development, ownership, operation or management of (i) gaming facilities; (ii) convention or meeting facilities; or (iii) one or more hotels if any such hotel is connected in any way, whether physically or by business association, to a gaming establishment and, further, where Competitors activities are within a 150 mile radius of any location where any of the foregoing facilities, hotels, or venues are, or are proposed to be, owned, operated, managed or developed by the Company. Confidential Information is defined as all Trade Secrets, Business Contacts, business practices, business procedures, business processes, financial information, contractual relationships, marketing practices and procedures, management policies and procedures, and/or any other information of Company Group or otherwise regarding Company Groups operations and/or Trade Secrets or those of any member of Company Group and all information maintained or entered on any database, document or report set forth on Exhibit A or any other loyalty, hotel, casino or other customer database or system, irrespective of whether such information is used by Employee during Employees employment by Company. Disputed Claim means that Employee maintains pursuant to Section 10.3 that Employer has materially breached its duty to Employee and Employer has denied such material breach. Employees Good Cause shall mean (i) any assignment to Employee of duties that are materially and significantly different than those contemplated by the terms of this Agreement; (ii) any material and significant limitation on the powers of the Employee not contemplated by the terms of the Agreement; or (iii) the failure of Employer to pay Employee any compensation when due, save and except a Disputed Claim to compensation. Employees Physician shall mean a licensed physician selected by Employee for purposes of determining Employees disability pursuant to the terms of this Agreement. Employers Good Cause shall mean: (1) Employees death; (2) Employees Disability, which is hereby defined to include incapacity for medical reasons certified to by Employers Physician (defined below) which precludes the Employee from performing the essential functions of Employees duties hereunder for a consecutive or predominately consecutive period of six (6) months, with or without reasonable accommodations. (In the event Employee disagrees with the conclusions of Employers Physician, Employee (or Employees representative) shall designate a physician of Employees choice, (Employees Physician) and Employers Physician and Employees Physician shall then jointly select a third physician, who shall make a final determination regarding Employees Disability, which shall be binding on the parties). Employee acknowledges that consistent and reliable attendance is an essential function of Employees position. Employee agrees and acknowledges that a termination under this paragraph does not violate any federal, state or local law, regulation or ordinance, including but not limited to the Americans With Disabilities Act; (3) Employees failure to abide by Employers policies and procedures, misconduct, insubordination, inattention to Employers business, failure to perform the duties required of Employee up to the standards established by the Employers senior management, dishonesty, or other material breach of this Agreement. Employer reserves the sole and absolute discretion to determine whether any of the foregoing circumstances exist or have occurred, provided that such discretion is exercised lawfully and in good faith; or (4) Employees failure or inability to satisfy the requirements stated in Section 6 above. Employers Physician shall mean a licensed physician selected by Employer for purposes of determining Employees disability pursuant to the terms of this Agreement. Restrictive Per

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 7, 2016 by and among EnergyTek Corp., a Nevada corporation ("ENTK"), ENTK Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of ENTK ("Merger Sub") and Timefire LLC, an Arizona limited liability company ("Timefire"), and solely with respect to Section 3.1, and the indemnification provisions of Article V, each of Jeffrey Rassas, Victor Sibilla and John Wise, in his capacity as Manager of Timefire, with respect to the following facts:

Certain Definitions. For purposes of this Section 1.1, capitalized words and terms have the following meanings: "Action" means any private or governmental claim, action, suit (whether in law or in equity), or proceeding of any nature pending in any court or arbitration proceeding or pending before any Governmental Authority. "Adverse Consequences" shall mean the actual financial loss suffered by an Indemnified Party (which shall be ENTK in the event of breach by the Timefire Managers and the Timefire Members in the event of a breach by ENTK) (i.e. reduced by any insurance proceeds or other payment or recoupment received, realized or retained by the Indemnified Party as a result of the events giving rise to the Claim net of any expenses related to the receipt of such proceeds, payment or recoupment, including retrospective premium adjustments, if any), but not any reduction in Taxes of the Indemnified Party occasioned by such loss or damage, provided, however, that Adverse Consequences shall not include consequential damages, multiple of earnings, decline in value or any other speculative damages. "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. "Agreement" means this Merger Agreement. "Arizona Act" shall mean the Arizona Limited Liability Company Act. "Balance Sheet" shall have the meaning contained in Section 3.1(s). "Balance Sheet Date" shall have the meaning contained in Section 3.1(s). "Claim" means a claim for indemnification asserted by a Party (which shall be ENTK in the event of breach by the Timefire Managers and the Timefire Managers in the event of a breach by ENTK) against another Party or a third party Claim. "Closing" means the closing of the Merger and the other transactions contemplated hereby. "Closing Date" shall have the meaning contained in Section 2.1. "Code" means the Internal Revenue Code of 1986, as amended. "Contract" means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral, but in each case solely to the extent legally binding. "Customizations" shall have the meaning contained in Section 3.1(j)(9)(B). "Deferred Compensation Plan" shall have the meaning contained in Section 3.1(n)(6). "Developer" shall have the meaning contained in Section 4.1(l)(6). "Developer Agreements" shall have the meaning contained in Section 4.1(l)(6). "Disclosure Schedules" means the Disclosure Schedules delivered with this Agreement. "Effective Time" shall have the meaning contained in Section 2.1(b). "EHSR" shall have the meaning contained in Section 3.1(n)(1). "Employment Agreements" shall have the meaning contained in Section 5.6. "Encumbrance" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. "ENTK" shall mean EnergyTek Corp, a Nevada corporation. "ENTK Common Stock" shall mean shares of ENTK common stock, par value of $0.001 per share. "ENTK Designees" shall have the meaning contained in Section 5.7(b)(2). "ENTK Financial Statements" shall mean the financial statements included in ENTK's SEC Reports. "ENTK Required Approvals" shall have the meaning contained in Section 4.1(c). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange Act of 1934. "Financing Warrants" shall have the meaning contained in Section 2.2(d). "GAAP" means generally accepted accounting principles. "General Expiration Date" shall have the meaning contained in Section 5.1(b)(1). "Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. "Indemnified Party" shall have the meaning contained in Section 5.2. "Indemnifying Party" shall have the meaning contained in Section 5.2. "Interim Balance Sheet" shall have the meaning contained in Section 3.1(s). "Interim Balance Sheet Date" shall have the meaning contained in Section 3.1(s). "Intellectual Property" means all of the following and similar intangible property and related proprietary rights, interests and protections, however arising, pursuant to the Law

Certain Definitions from Secured Promissory Note

For value received, True Drinks Holdings, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of [___________________] or its registered assigns (the "Holder"), at the address of [________________________________________________], the principal sum of [$__________] on the dates specified herein, with interest as specified herein.

Certain Definitions. "Applicable Rate" means 12% per annum. "Bankruptcy Law" means Title 11, United State Code or any similar federal or state law for the relief of debtors. "Business Day" means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in New York, New York. "Collateral" has the meaning set forth in Section 2.5. "Company" has the meaning given to such term in the first paragraph of this Note. "Default Rate" means 18% per annum. "Distribution Event" means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy. "Holder" has the meaning given to such term in the first paragraph of this Note. "Inventory" has the meaning set forth in the Uniform Commercial Code of Nevada. "Maturity Date" means September [__], 2016. "Maximum Rate" means the maximum nonusurious interest rate permitted under applicable law. "Note" means this Secured Promissory Note made by the Company payable to the Holder, together with all amendments and supplements hereto, all substitutions and replacements hereof, and all renewals, extensions, increases, restatements, modifications, rearrangements and waivers hereof from time to time.

Certain Definitions from Employment Agreement

This Employment Agreement (this Agreement) is entered into as of May 4, 2015 by and between MGM Resorts International (Employer), and Daniel DArrigo (Employee).

Certain Definitions. As used in this Agreement: Business Contacts are defined as the names, addresses, contact information or any information pertaining to any persons, advertisers, suppliers, vendors, independent contractors, brokers, partners, employees, entities, patrons or customers (excluding Companys Trade Secrets, which are protected from disclosure in accordance with Section 8.2 above) upon whom or which Employee: contacted or attempted to contact in any manner, directly or indirectly, or which Company reasonably anticipated Employee would contact within six months of Employees last day of employment at Company, or with whom or which Employee worked or attempted to work during Employees employment by Company. Company means MGM Resorts International, and all of its subsidiary and affiliated entities, together with all of their respective officers, directors, joint venturers, members, shareholders, employees, ERISA plans, attorneys and assigns. Competitor means any person, corporation, partnership, limited liability company or other entity which is either directly, indirectly or through an affiliated company, engaged in or proposes to engage in the development, ownership, operation or management of (i) gaming facilities; (ii) convention or meeting facilities; or (iii) one or more hotels if any such hotel is connected in any way, whether physically or by business association, to a gaming establishment and, further, where Competitors activities are within a 150 mile radius of any location where any of the foregoing facilities, hotels, or venues are, or are proposed to be, owned, operated, managed or developed by the Company. Confidential Information is defined as all Trade Secrets, Business Contacts, business practices, business procedures, business processes, financial information, contractual relationships, marketing practices and procedures, management policies and procedures, and/or any other information of Company Group or otherwise regarding Company Groups operations and/or Trade Secrets or those of any member of Company Group and all information maintained or entered on any database, document or report set forth on Exhibit A or any other loyalty, hotel, casino or other customer database or system, irrespective of whether such information is used by Employee during Employees employment by Company. Disputed Claim means that Employee maintains pursuant to Section 10.3 that Employer has materially breached its duty to Employee and Employer has denied such material breach. Employees Good Cause shall mean (i) any assignment to Employee of duties that are materially and significantly different than those contemplated by the terms of this Agreement; (ii) any material and significant limitation on the powers of the Employee not contemplated by the terms of the Agreement; or (iii) the failure of Employer to pay Employee any compensation when due, save and except a Disputed Claim to compensation. Employees Physician shall mean a licensed physician selected by Employee for purposes of determining Employees disability pursuant to the terms of this Agreement. Employers Good Cause shall mean: (1) Employees death; (2) Employees Disability, which is hereby defined to include incapacity for medical reasons certified to by Employers Physician (defined below) which precludes the Employee from performing the essential functions of Employees duties hereunder for a consecutive or predominately consecutive period of six (6) months, with or without reasonable accommodations. (In the event Employee disagrees with the conclusions of Employers Physician, Employee (or Employees representative) shall designate a physician of Employees choice, (Employees Physician) and Employers Physician and Employees Physician shall then jointly select a third physician, who shall make a final determination regarding Employees Disability, which shall be binding on the parties). Employee acknowledges that consistent and reliable attendance is an essential function of Employees position. Employee agrees and acknowledges that a termination under this paragraph does not violate any federal, state or local law, regulation or ordinance, including but not limited to the Americans With Disabilities Act; (3) Employees failure to abide by Employers policies and procedures, misconduct, insubordination, inattention to Employers business, failure to perform the duties required of Employee up to the standards established by the Employers senior management, dishonesty, or other material breach of this Agreement. Employer reserves the sole and absolute discretion to determine whether any of the foregoing circumstances exist or have occurred, provided that such discretion is exercised lawfully and in good faith; or (4) Employees failure or inability to satisfy the requirements stated in Section 6 above. Employers Physician shall mean a licensed physician selected by Employer for purposes of determining Employees disability pursuant to the terms of this Agreement. Restrictive Per

Certain Definitions from Employment Agreement

This Employment Agreement (this Agreement) is entered into as of December 13, 2014 by and between MGM Resorts International (Employer), and Robert H. Baldwin (Employee).

Certain Definitions. As used in this Agreement: Business Contacts are defined as the names, addresses, contact information or any information pertaining to any persons, advertisers, suppliers, vendors, independent contractors, brokers, partners, employees, entities, patrons or customers (excluding Companys Trade Secrets, which are protected from disclosure in accordance with Section 8.2 above) upon whom or which Employee: contacted or attempted to contact in any manner, directly or indirectly, or which Company reasonably anticipated Employee would contact within six months of Employees last day of employment at Company, or with whom or which Employee worked or attempted to work during Employees employment by Company. Company means MGM Resorts International, and all of its subsidiary and affiliated entities, together with all of their respective officers, directors, joint venturers, members, shareholders, employees, ERISA plans, attorneys and assigns. Competitor means any person, corporation, partnership, limited liability company or other entity which is either directly, indirectly or through an affiliated company, engaged in or proposes to engage in the development, ownership, operation or management of (i) gaming facilities; (ii) convention or meeting facilities; or (iii) one or more hotels if any such hotel is connected in any way, whether physically or by business association, to a gaming establishment and, further, where Competitors activities are within a 150 mile radius of any location where any of the foregoing facilities, hotels, or venues are, or are proposed to be, owned, operated, managed or developed by the Company. Confidential Information is defined as all Trade Secrets, Business Contacts, business practices, business procedures, business processes, financial information, contractual relationships, marketing practices and procedures, management policies and procedures, and/or any other information of Company Group or otherwise regarding Company Groups operations and/or Trade Secrets or those of any member of Company Group and all information maintained or entered on any database, document or report set forth on Exhibit A or any other loyalty, hotel, casino or other customer database or system, irrespective of whether such information is used by Employee during Employees employment by Company. Disputed Claim means that Employee maintains pursuant to Section 10.3 that Employer has materially breached its duty to Employee and Employer has denied such material breach. Employees Good Cause shall mean (i) any assignment to Employee of duties that are materially and significantly different than those contemplated by the terms of this Agreement; (ii) any material and significant limitation on the powers of the Employee not contemplated by the terms of the Agreement; or (iii) the failure of Employer to pay Employee any compensation when due, save and except a Disputed Claim to compensation. Employees Physician shall mean a licensed physician selected by Employee for purposes of determining Employees disability pursuant to the terms of this Agreement. Employers Good Cause shall mean: (1) Employees death; (2) Employees Disability, which is hereby defined to include incapacity for medical reasons certified to by Employers Physician (defined below) which precludes the Employee from performing the essential functions of Employees duties hereunder for a consecutive or predominately consecutive period of six (6) months. (In the event Employee disagrees with the conclusions of Employers Physician, Employee (or Employees representative) shall designate a physician of Employees choice, (Employees Physician) and Employers Physician and Employees Physician shall then jointly select a third physician, who shall make a final determination regarding Employees Disability, which shall be binding on the parties); (2) Employees failure to abide by Employers policies and procedures, misconduct, insubordination, inattention to Employers business, failure to perform the duties required of Employee up to the standards established by the Employers senior management, dishonesty, or other material breach of this Agreement. Employer reserves the sole and absolute discretion to determine whether any of the foregoing circumstances exist or have occurred, provided that such discretion is exercised lawfully and in good faith; or (3) Employees failure or inability to satisfy the requirements stated in Section 6 above. Employers Physician shall mean a licensed physician selected by Employer for purposes of determining Employees disability pursuant to the terms of this Agreement. Restrictive Period means the twelve (12) month period immediately following any separation of Employee from active employment for any reason occurring during the Specified Term or the twelve (12) month period immediately following the expiration of the Specified Term. Trade Secrets are defined in a manner consistent with the broadest interpretation of Nevada law. Trade Secrets sh

Certain Definitions from Secured Promissory Note

For value received, True Drinks Holdings, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of [________________________] or its registered assigns (the "Holder"), at the address of [_____________________________________________________], the principal sum of $[_______________] on the dates specified herein, with interest as specified herein.

Certain Definitions. "Applicable Rate" means 12% per annum. "Bankruptcy Law" means Title 11, United State Code or any similar federal or state law for the relief of debtors. "Business Day" means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in New York, New York. "Collateral" has the meaning set forth in Section 2.5. "Company" has the meaning given to such term in the first paragraph of this Note. "Default Rate" means 18% per annum. "Distribution Event" means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy. "Holder" has the meaning given to such term in the first paragraph of this Note. "Inventory" has the meaning set forth in the Uniform Commercial Code of Nevada. "Maturity Date" means [_______________], 2015 (one-year term). "Maximum Rate" means the maximum nonusurious interest rate permitted under applicable law. "Note" means this Secured Promissory Note made by the Company payable to the Holder, together with all amendments and supplements hereto, all substitutions and replacements hereof, and all renewals, extensions, increases, restatements, modifications, rearrangements and waivers hereof from time to time. "Person" means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Proceeds" has the meaning set forth in the Uniform Commercial Code in the Nevada (location) values">State of Nevada. "Supporting Obligations" has the meaning set forth in the Uniform Commercial Code in the State of Nevada. "Transfer" has the meaning set forth in Section 4.2(b).