American Exploration Corp Sample Contracts

Exhibit 10.1 OPTION AGREEMENT (OPTION TO ACQUIRE OIL AND GAS LEASES IN ONSHORE GULF COAST) AMERICAN EXPLORATION CORP., (herein called "AMERICAN") or its nominee, a Nevada Registered Corporation with it business offices located at 1915 27 Avenue N.E.,...
Option Agreement • January 26th, 2009 • American Exploration Corp • Oil & gas field services, nec
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EXHIBIT 10.1 OPTION AGREEMENT (OPTION TO ACQUIRE OIL AND GAS LEASES IN JEFFERSON COUNTY, MISSISSIPPI) AMERICAN EXPLORATION CORP., (herein called "AMERICAN") or its nominee, a Nevada Registered Corporation with it business offices located at 1915 27...
Option Agreement • November 6th, 2008 • American Exploration Corp • Oil & gas field services, nec
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Exhibit 99.1 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,...
Private Placement Subscription Agreement • March 5th, 2007 • Minhas Energy Consultants, Inc.
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Employment Agreement
Employment Agreement • January 11th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

This Employment Agreement (the "Agreement") is made and entered into as of January 10, 2017 (the “Effective Date”), by and between Cristopher Grunewald an individual (the "Executive"), and Spotlight Innovation Inc., a Nevada corporation (the "Company").

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EXHIBIT 10.1 OPTION PURCHASE AGREEMENT (OPTION TO ACQUIRE OIL AND GAS LEASES IN JEFFERSON COUNTY, MISSISSIPPI) American Exploration Corp. Suite 700, 407 2nd St. SW Calgary, Alberta T2P 2Y3
Option Purchase Agreement • August 21st, 2009 • American Exploration Corp • Oil & gas field services, nec
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UNIT SUBSCRIPTION AGREEMENT For Purchase of Units of Convertible Preferred Shares And Warrants to Purchase Common Shares in: Spotlight Innovation West Des Moines, IA 50266 A Nevada Company
Unit Subscription Agreement • June 13th, 2014 • Spotlight Innovation, Inc. • Oil & gas field services, nec

This is an offer to sell securities of Spotlight Innovation, Inc. ("Company") to the Investor(s). This Unit Subscription Agreement is conditional on completed Due Diligence meeting the satisfaction of the Investor(s), obtaining appropriate legal opinions and signing of the completed Transaction Documents.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 10th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa

This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2015, among Memcine Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Spotlight Innovation Inc. (the “Purchaser”); and

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Contract
Warrant Agreement • January 6th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWSANDMAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS
Standard Exclusive License Agreement • April 27th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations

This Agreement is made effective the ____ day of _____________, 2016, (the “Effective Date”) by and between the Florida State University Research Foundation, Inc. (hereinafter called “FSURF”), a nonstock, nonprofit Florida corporation, having its principal place of business at 2000 Levy Avenue, Suite 351, Tallahassee, Florida 32310, and Spotlight Innovation Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of Nevada, having its principle place of business at 6750 Westown Pkwy, Ste. 200-226, Des Moines, Iowa 50266;

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EXCLUSIVE LICENSE AGREEMENT OF OCTOBER 13, 2016 between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION and SPOTLIGHT INNOVATION, INC.
Exclusive License Agreement • April 27th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Indiana

Introduction: This exclusive license agreement (the “Agreement”) is made and entered into as of October 13, 2016 (the “Effective Date”) by and between:

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Contract
Convertible Note • November 20th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. THIS NOTE IS ISSUED IN A SERIES OF NOTES UP TO AN AGGREGATE PRINCIPAL AMOUNT OF $11,500,000.

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Contract
Warrant Agreement • November 20th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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AMENDMENT NO. 5 TO PROMISSORY NOTE From: AMERICAN EXPLORATION CORPORATION To: MAINLAND RESOURCES INC.
Promissory Note • November 7th, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
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MERGER AGREEMENT AND PLAN OF MERGER BETWEEN MAINLAND RESOURCES, INC. AND AMERICAN EXPLORATION CORPORATION Dated March 22, 2010
Merger Agreement • March 26th, 2010 • American Exploration Corp • Oil & gas field services, nec • British Columbia

THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, the Parties hereto covenant and agree as follows: scheme B

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Contract
Convertible Note • January 6th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

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Contract
Subscription Agreement • November 20th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING IS BEING MADE TO ACCREDITED INVESTORS PURSUANT TO REGULATION D PROMULGATED UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIE

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Employment Agreement
Employment Agreement • January 4th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

This Employment Agreement (the "Agreement") is made and entered into as of December 28, 2016 (the “Effective Date”), by and between John M. Krohn, an individual (the "Executive"), and Spotlight Innovation Inc., a Nevada corporation (the "Company").

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AGREEMENT
Consulting Agreement • June 5th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa

AGREEMENT made and entered into as of the 1st day of June, 2015, (the “Agreement”) by and between Memcine Pharmaceuticals, Inc. (the “Company”) and Dr. Tony Vanden Bush, Ph.D. (“Consultant”).

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AGREEMENT
Employment Agreement • November 10th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa

This Agreement (this "Agreement"), dated as of November 6, 2015 (sometimes the "Effective Date"), by and between Spotlight Innovation Inc., a Nevada corporation with principal executive offices at 6750 Westown Parkway, Suite 200-226, West Des Moines, Iowa, 50266 (the "Company"), and William Pim, residing at 4323 Grand Avenue, Unit 434, Des Moines, Iowa 50312 (the "Executive")

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FORBEARANCE AND REFINANCING AGREEMENT
Forbearance and Refinancing Agreement • October 20th, 2016 • Spotlight Innovation, Inc. • Pharmaceutical preparations • Iowa

This Forbearance and Refinancing Agreement (the “Agreement”) is hereby entered into by and between Spotlight Innovation Inc. (“Spotlight”) and K4 Enterprises, LLC (“K4”) effective as October 18, 2016 (the “Effective Date”).

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TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • December 23rd, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
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SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • June 5th, 2015 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa

THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made effective the 29th day of May, 2015, by and among Memcine Pharmaceuticals, Inc., an Iowa corporation (the “Corporation”), Spotlight Innovation Inc. (“Spotlight”), with an address at 6750 Westown Parkway, Suite 200-226, West Des Moines, Iowa 50266, Dr. Tony Vanden Bush, Ph.D. with an address at 2208 Arizona Ave., Iowa City, Iowa 52240- (“Vanden Bush”), and the University of Iowa Research Foundation, with an address at 112 N. Capitol Street, Iowa City, IA 52242 (“UIRF”). Vanden Bush, Spotlight and UIRF are hereinafter individually referred to as a “Shareholder” and collectively referred to as the “Shareholders”. The Shareholders hold the respective amounts of shares of capital stock of the Corporation set forth on Schedule A hereto (the “Schedule of Shareholders”).

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ROYALTY AGREEMENT (Revised May 1, 2017)
Royalty Agreement • November 20th, 2017 • Spotlight Innovation Inc. • Pharmaceutical preparations • Iowa

This Royalty Agreement (this "Agreement") is entered into effective as of *Date* (the "Effective Date") by and between Caretta Therapeutics, LLC (the "Company"), and *Print* (the “Subscriber”).

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Contract
Convertible Note • September 20th, 2016 • Spotlight Innovation, Inc. • Pharmaceutical preparations • Iowa

THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. THIS NOTE IS ISSUED IN A SERIES OF NOTES UP TO AN AGGREGATE PRINCIPAL AMOUNT OF $850,000.

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TERMINATION AGREEMENT AND RELEASE
Termination Agreement and Release • January 7th, 2016 • Spotlight Innovation, Inc. • Oil & gas field services, nec

This TERMINATION AGREEMENT AND RELEASE, dated as of December 23, 2015 (this "Agreement"), is entered into by and among Spotlight Innovation Inc. ("Company"), the nine investors listed on the signature page hereto (each, an "Investor" and collectively, the "Investors"), Elco Securities, Ltd. (the "Intermediary"), Jonathan Kramer ("Escrow Agent"), Catwalk Capital, LLC (the "Advisor"), and Cristopher Grunewald.

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Contract
Warrant Agreement • June 13th, 2014 • Spotlight Innovation, Inc. • Oil & gas field services, nec
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SPOTLIGHT INNOVATION INC. RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • December 30th, 2016 • Spotlight Innovation Inc. • Pharmaceutical preparations • Nevada

This Restricted Stock Grant Agreement (the “Agreement”) is made and entered into as of December ---, 2016 (the “Effective Date) by and between Spotlight Innovation Inc., a Nevada corporation (the “Company”) and the person named below (the “Grantee”).

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TERMINATION AGREEMENT AND RELEASE
Termination Agreement • January 7th, 2016 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa

This TERMINATION AGREEMENT AND RELEASE, dated as of December 23, 2015 (this "Agreement"), is entered into by and among Spotlight Innovation Inc. ("Maker") and The Greig Companies, Inc. ("Holder").

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Commercial Sublease
Commercial Sublease • December 19th, 2016 • Spotlight Innovation, Inc. • Pharmaceutical preparations • Iowa

This Agreement is by and between Spotlight Innovation Inc. (“Sublessee”) (Spotlight), a Nevada, Corporation located at 6750 Westown Pkwy #200-226 West Des Moines, IA 50265 and K4 Enterprises, LLC. (K4), (“Sublessor”) an Iowa, Limited Liability Corporation, located at 11147 Aurora Ave., Building 3, Urbandale, IA 50322.

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AMENDING AGREEMENT NO. 4 (MERGER AGREEMENT AND PLAN OF MERGER)
Merger Agreement and Plan of Merger • March 18th, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
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Contract
Convertible Note • January 7th, 2016 • Spotlight Innovation, Inc. • Oil & gas field services, nec • Iowa

THIS NOTE AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

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AMENDMENT NO. 1 TO PROMISSSORY NOTE
Promissory Note • January 3rd, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
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PROMISSORY NOTE
Promissory Note • October 6th, 2010 • American Exploration Corp • Oil & gas field services, nec

AMERICAN EXPLORATION CORPORATION, a company incorporated under the laws of the State of Nevada, U.S.A., and having an address for notice and delivery located at 407 2nd Street S.W., Calgary, Alberta, Canada, T2P 2Y3

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MERGER AGREEMENT by and among Spotlight Innovation, LLC (“Spotlight Innovation”) A Iowa Limited Liability Company, and American Exploration Corporation. (“American Exploration”), A Nevada corporation, February 12, 2013
Merger Agreement • February 15th, 2013 • American Exploration Corp • Oil & gas field services, nec • Iowa

This Merger Agreement, dated as of February 12, 2013 (this “Agreement”), is made and entered into by and among Spotlight Innovation, LLC, a limited liability company incorporated in the State of Iowa (“Spotlight Innovation”), and American Exploration Corporation, a Nevada corporation (“American Exploration”).

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AMENDING AGREEMENT NO. 7 (MERGER AGREEMENT AND PLAN OF MERGER)
Merger Agreement • November 7th, 2011 • American Exploration Corp • Oil & gas field services, nec • British Columbia
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