Binding Letter Agreement Sample Contracts

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EX-5 4 dex5.htm BINDING LETTER AGREEMENT Execution Copy August 15, 2003 Mr. Robert Kelly CONFIDENTIAL Chief Executive Officer Minorplanet Systems PLC Greenwich House Sheepscar, Leeds LS4 2LE UNITED KINGDOM Re: Binding Letter Agreement Dear Mr. Kelly:
Binding Letter Agreement • May 5th, 2020 • Delaware

This binding Letter Agreement (this “Agreement”) sets forth the terms of certain agreements we have reached with each other regarding certain contemplated transactions involving Minorplanet Systems PLC, a United Kingdom public limited company (“MPUK”), and Minorplanet Systems USA, Inc., a Delaware corporation formerly known as @Track Communications, Inc. (“MPUSA”), as well as certain of their respective subsidiaries. More specifically, we have reached certain agreements relating to: (i) an amendment to the Exclusive License and Distribution Agreement dated June 13, 2001 entered into between Mislex (302) Limited, as licensee, now known as Minorplanet Systems USA Limited, a United Kingdom private limited company (“UK Sub 2”) which is the wholly-owned subsidiary of Caren (292) Limited, a United Kingdom private limited company which is the wholly-owned subsidiary of MPUSA (“UK Sub 1”), and UK Sub 1, as licensor, which assigned its rights as licensor to Minorplanet Limited (the “Licensor”),

THIRD AMENDMENT TO BINDING LETTER AGREEMENT
Binding Letter Agreement • September 22nd, 2006 • EdgeTech International Inc • Agricultural production-crops

The Binding Letter Agreement dated December 21, 2005 (“Agreement”) by and between DataWind Net Access Corporation, a Delaware corporation (“DataWind”) and EdgeTech Inc., now EGTH Inc., a Florida corporation (“Edgetech”), which was amended with the Amendment To Binding Letter Agreement dated March 8, 2006 and the Second Amendment to the Agreement dated July 18, 2006, is hereby further amended with this Third Amendment to the Agreement dated September 15, 2006 (“Third Amendment”).

Binding Letter Agreement
Binding Letter Agreement • October 22nd, 2010 • Zoom Telephonics, Inc. • Telephone & telegraph apparatus • Delaware

This Binding Letter Agreement is by and between Jiangsu Leimone Electronics Co., Ltd. (“Jiangsu Leimone”), Zoom Technologies, Inc. (“Zoom Technologies”), Zoom Telephonics, Inc. (“Zoom Telephonics”) and Tianjin Tong Guang Group Digital Communication Co. Ltd (“Tianjin Tong Guang”), (Jiangsu Leimone, Zoom Technologies and Zoom Telephonics collectively hereinafter “the Parties” and individually each a “Party”) and is effective as of October 18, 2010 (“Effective Date”).

INTERNATIONAL ROYALTY CORPORATION
Binding Letter Agreement • August 25th, 2006 • International Royalty Corp

This Letter Agreement and the offer (“Offer”) made herein are upon the terms and subject to the conditions set forth below. We hope to expeditiously review any additional information you may make available to us in order to remove certain of the conditions to which this Letter Agreement is subject. Upon your execution of this Letter Agreement, however, it shall become a binding agreement on Livermore and IRC setting forth the terms and conditions under which the parties will be bound to proceed to formalize a definitive agreement (if necessary) for the purchase of the Royalties and close said purchase. This Letter Agreement and any amendments hereto shall be fully binding on the parties unless and until such time as it may be superseded and replaced by a definitive purchase agreement incorporating all of the material terms hereof and such other terms as are customary in transactions of the type contemplated herein. In the event a definitive purchase agreement is not entered into, this

SECOND AMENDMENT TO BINDING LETTER AGREEMENT
Binding Letter Agreement • July 24th, 2006 • EdgeTech International Inc • Agricultural production-crops

The Binding Letter Agreement dated December 21, 2005 (“Agreement”) by and between DataWind Net Access Corporation, a Delaware corporation (“DataWind”) and EdgeTech Inc., now EGTH, Inc., a Florida corporation (“Edgetech”), which was amended with the Amendment To Binding Letter Agreement dated March 8, 2006 (“First Amendment”), is further amended with this Second Amendment to the Agreement dated July 18, 2006 (the “Second Amendment”).

KILIMANJARO MINING COMPANY, INC.
Binding Letter Agreement • July 14th, 2009 • Lake Victoria Mining Company, Inc. • Metal mining

The purpose of this Binding Letter Agreement (“BLA”) is to set out the terms of a definitive agreement to be entered into between Lake Victoria Mining Company, Inc. (“LVCA”) a publicly traded company incorporated under the laws of the State of Nevada with an office address at 1781 Larkspur Drive, Golden, Colorado 80401 and Kilimanjaro Mining Company Inc. (“Kilimanjaro”) a private corporation existing pursuant to the laws of the State of Nevada with a registered address at 711 S. Carson Street, Carson City, Nevada, USA 89701 wherein LVCA would acquire up to a one hundred percent controlling interest (100%) in Kilimanjaro pursuant to a share exchange or issuance described as follows:

INTERNATIONAL ROYALTY CORPORATION
Binding Letter Agreement • August 25th, 2006 • International Royalty Corp

This Letter Agreement and the offer made herein are based upon the terms and subject to the conditions set forth below. Acknowledging that this offer is unsolicited, it has therefore been made without the benefit of reviewing certain title and other information in your possession. We have prepared this offer using publicly available information and information provided by Hunter. We hope to expeditiously review any additional information you may make available to us in order to remove certain of the conditions to which this Letter Agreement is subject. Upon your execution of this Letter Agreement, however, it shall become a binding agreement on the Seller and IRC setting forth the terms and conditions under which the parties will be bound to proceed to formalize a definitive agreement (if necessary) for the purchase described above and close said purchase. This Letter Agreement and any amendments hereto shall be fully binding on the parties until such time as it may be superseded and r

INTERNATIONAL ROYALTY CORPORATION
Binding Letter Agreement • August 25th, 2006 • International Royalty Corp

This Letter Agreement and the offer (“Offer”) made herein are upon the terms and subject to the conditions set forth below. We hope to expeditiously review any additional information you may make available to us in order to remove certain of the conditions to which this Letter Agreement is subject. Upon your execution of this Letter Agreement, however, it shall become a binding agreement on BHPB and IRC setting forth the terms and conditions under which the parties will be bound to proceed to formalize a definitive agreement (if necessary) for the purchase of the Royalties and close said purchase. This Letter Agreement and any amendments hereto shall be fully binding on the parties unless and until such time as it may be superseded and replaced by a definitive purchase agreement incorporating all of the material terms hereof and such other terms as are customary in transactions of the type contemplated herein. In the event a definite purchase agreement is not entered into, this Letter

Red White & Bloom and Aleafia Health Execute Binding Letter Agreement for Business Combination
Binding Letter Agreement • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services

§ The Combined Company (as defined below) is expected to represent C$138 million in trailing distribution and retail revenue from the Canadian, United States and European cannabis end-markets and combined Gross Profit before fair value adjustments of $39 million.(1)(2)(3)(4)

BLUE EARTH, INC. HENDERSON, NEVADA 89052
Binding Letter Agreement • June 3rd, 2011 • Blue Earth, Inc. • Construction machinery & equip • California

This Binding Letter of Agreement (“LOA”) is made effective May 31, 2011 as to our recent discussions relating to the acquisition of Xnergy, Inc., a California S corporation, and any other subsidiaries or affiliates, collectively, Xnergy (“X”) from the Shareholders of X (collectively, the “Seller” or “Shareholder”) by Blue Earth, Inc. (“BE”), a Nevada corporation through its wholly-owned subsidiary Blue Earth Energy Management Inc. (“BEEM”), a Nevada corporation, collectively (“Buyer”). Collectively, X, Seller and Buyer are referred to as the “Parties”.

June 18, 2004
Binding Letter Agreement • June 21st, 2004 • China Direct Trading Corp • Blank checks • Florida
Re: Binding Letter Agreement – Acquisition of a Majority of the Issued and Outstanding Member Interests of Farmtiva LLC from Selling Members by Isodiol International Inc.
Binding Letter Agreement • March 13th, 2018 • California

This binding letter agreement (“Letter Agreement”), effective as of the date of last execution where undersigned (the “Effective Date”), sets forth the general terms and conditions of an agreement between and among Isodiol International, Inc., a Canadian corporation (“Isodiol”), Farmtiva LLC, a California limited liability company (“Target”), and the existing member interest holders of Target (the “Member Interest Holders”) holding 51.0% of the then- issued and outstanding member interests of Farmtiva (the “Target Member Interests”).

Re: Binding Letter Agreement
Binding Letter Agreement • March 16th, 2007 • American Independence Corp • Accident & health insurance • Delaware

This letter (including the attached Annex A hereto, this “Letter Agreement”) sets forth the binding agreement by and among Independence American Insurance Company, a Delaware corporation (“IAIC”), Insurers Administrative Corporation, an Arizona corporation (“IAC”), and Peter W. Nauert, d.b.a. Independent Producers Agency, Inc., a Delaware corporation (“IPA”), with respect to a business relationship (the “Relationship”) in which IPA (along with its agents and representatives) will market and sell certain insurance products to be underwritten by IAIC and administered by IAC, the major business terms of which are set forth on Annex A hereto.

July 20, 2008 Confidential Cookie Jar Entertainment Inc.
Binding Letter Agreement • April 29th, 2009 • American Greetings Corp • Greeting cards
Nextech and PC 1 Corp. Enter into Binding Agreement to Complete Qualifying Transaction on the TSX-V
Binding Letter Agreement • June 3rd, 2022

TORONTO, ON, Canada – JUNE 3, 2022 - Nextech AR Solutions Corp. (“Nextech” or the “Company”) (OTCQB: NEXCF) (CSE: NTAR) (FSE: N29), its wholly-owned subsidiary ARWAY Ltd. (“ARWAY”) and PC 1 Corp. (TSXV: PCAA) (“PC 1”) are pleased to announce that they have entered into a binding letter agreement (the “Agreement”) which outlines the general terms and conditions of a proposed transaction pursuant to which PC 1, a capital pool company listed on the TSX Venture Exchange (the “TSXV”), will enter into a business combination pursuant to which it shall acquire the assets of ARWAY (the “Transaction”). The principal asset of ARWAY is an application currently called ARitize Maps, a No- Code Web Based end to end Metaverse Creator Platform. The Agreement was negotiated at arm’s length and is effective as of June 1, 2022. PC 1 has not commenced commercial operations and has no assets other than cash. The Transaction, when completed, will constitute PC 1’s “Qualifying Transaction”, as defined in TSXV

QUOTIENT LIMITED
Binding Letter Agreement • September 8th, 2020 • Quotient LTD • In vitro & in vivo diagnostic substances • New York

This binding letter agreement (“Agreement”) confirms that as of the date set forth above (the “Effective Date”), Quotient Limited (“Quotient”) and Ortho-Clinical Diagnostics, Inc. (“Ortho” and together with Quotient, the “Parties”) have agreed as follows:

Contract
Binding Letter Agreement • June 23rd, 2020 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

BINDING LETTER AGREEMENT THIS LETTER AGREEMENT made as of the 18th day of September, 2003 BETWEEN:
Binding Letter Agreement • January 22nd, 2004 • Western Wind Energy Corp • Electric services

WESTERN WIND ENERGY CORPORATION, a company duly incorporated pursuant to the laws of the British Columbia and having an office located at 632 Foster Avenue, Coquitlam, British Columbia, V3J 2L7

LETTER AGREEMENT
Binding Letter Agreement • March 7th, 2007 • Litfunding Corp • Short-term business credit institutions • Nevada
CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION, WHICH APPEARS ON 1 PAGE OF THIS...
Binding Letter Agreement • November 9th, 2007 • Raser Technologies Inc • Motors & generators

This letter will confirm our understanding and agreement between Raser and GeoLectric regarding terms for the purchase of 100% of membership interests of GeoLectric.

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January 27, 2004
Binding Letter Agreement • February 17th, 2004 • Minorplanet Systems Usa Inc • Radiotelephone communications • Texas

This binding Agreement (this “Agreement”) sets forth the terms of certain agreements we have reached with each other regarding certain contemplated transactions involving HFS Capital Private Equity Fund LLC and other accredited investors represented by HFS (collectively referred to as “HFS”), and Minorplanet Systems USA, Inc., a Delaware corporation (“MPUSA”). More specifically, we have reached certain agreements relating to the provision of convertible financing by HFS to MPUSA (the “Transaction”).

Exhibit 10.7 AMENDMENT TO BINDING LETTER AGREEMENT This Amendment to the Binding Letter Agreement (dated December 21, 2005), by and between DATAWIND Net Access Corporation ("DataWind"),a Delaware corporation, and EdgeTech Inc. ("EdgeTech"), a Florida...
Binding Letter Agreement • May 1st, 2006 • EdgeTech International Inc • Agricultural production-crops

This Amendment to the Binding Letter Agreement (dated December 21, 2005), by and between DATAWIND Net Access Corporation ("DataWind"),a Delaware corporation, and EdgeTech Inc. ("EdgeTech"), a Florida corporation, is made as of March 8, 2006 (the "Amendment").

INNOVATIVES SOFTWARE TECHNOLOGIES, INC. 16540 POINTE VILLAGE DRIVE, SUITE 205 LUTZ, FLORIDA 33358
Binding Letter Agreement • January 12th, 2012 • Innovative Software Technologies Inc • Services-business services, nec • California

This Binding Letter of Agreement (“LOA”) is made effective January 10, 2012 as to our recent discussions relating to the acquisition of Galaxy Meds, , Inc., a Florida S corporation, and any other subsidiaries or affiliates, collectively, Galaxy (“G”) from the Shareholders of G (collectively, the “Seller” or “Shareholder”) by Innovative Software Technologies, Inc. (“IST”), a Delaware corporation through its wholly-owned subsidiary IST Global Healthcare Solutions, Inc. (“ISTGHS”), a Florida corporation, collectively (“Buyer”). Collectively, G, Seller and Buyer are referred to as the “Parties”.

Borse Dubai Limited PO Box 74777 Dubai, UAE Attn: Essa Kazim Ladies and Gentlemen:
Binding Letter Agreement • November 9th, 2007 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services

The purpose of this letter is to set forth certain amendments with respect to the binding letter agreement, including the various annexes and other attachments thereto, between The Nasdaq Stock Market, Inc., a Delaware corporation (“Nasdaq”), and Borse Dubai Limited, a Dubai company (“Borse Dubai”), dated as of September 20, 2007 (the “Binding Letter Agreement”). Capitalized terms used and not defined herein have the meanings set forth in the Binding Letter Agreement.

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