Binding Term Sheet Sample Contracts
EIGHTH AMENDMENT TO AMENDED AND RESTATED BINDING TERM SHEETBinding Term Sheet • November 14th, 2005 • Northwest Biotherapeutics Inc • Pharmaceutical preparations
THOUGHTFUL MEDIA GROUP INC. (“TMG”) BINDING TERM SHEET AUGUST 12, 2024Binding Term Sheet • December 31st, 2024 • Thoughtful Media Group Inc. • Services-advertising
TMG and the Investor (as defined below) are entering into this binding term sheet (the “Term Sheet”) setting forth the terms of the private placement of convertible notes with the principal amount of up to US$5.0 million (the “Offering”). Upon execution by the parties, this Term Sheet shall constitute a binding agreement that will serve as an interim agreement between the Parties until such date as customary definitive agreements are executed by the parties. Such definitive agreements shall incorporate the terms of this Term Sheet and contain other customary terms and conditions to be negotiated in good faith by the parties. The Investor acknowledges that the Offering is currently over-subscribed. In the event that one or more purchasers of the Convertible Notes (as defined below) are unable to participate in the Offering, the Investor agrees to purchase the Convertible Note on the terms set forth below.
November 7, 2014Binding Term Sheet • December 23rd, 2019 • HF Enterprises Inc. • Real estate
This Binding Term Sheet is between the Limited Partners of the 150 CCM Black Oak LP. The Limited Partners are Fogarty Family Trust II, CCM Development USA Corp, and American Real Estate Investments, LLC (“Partners”). Upon execution of this Binding Term Sheet, the Limited Partnership Agreement (“LPA”) between the Partners, dated March 20, 2014, will be amended to incorporate the changes addressed below. All Partners understand that this Binding Term Sheet is an amendment to the LPA in accordance with Article XI of the LPA. As the General Partner is comprised of two limited partners, the signatures of the applicable limited partners will signify consent of the General Partner.
Binding Term Sheet between Rogers Wireless Inc. (“Wireless”) and Rogers Communications Inc. (“RCI”) FOR THE PROVISION OF CUSTOMER CARE SERVICES AND SALESBinding Term Sheet • November 26th, 2004 • Rogers Communications Inc • Cable & other pay television services
* Enhanced Services sales results are from the WINCOMM report provided by the Wireless Commissions group. Reported unit numbers contain non-sales maintenance and dealer transactions. Effective July 2002, RCI Customer Care and Wireless Commissions will have implemented rules and procedures to rectify this situation.
BINDING TERM SHEETBinding Term Sheet • May 6th, 2020 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • London
THIS BINDING TERM SHEET (this “Term Sheet”) is entered into on March 18, 2020 (the “Effective Date”), by and between LEE’S PHARMACEUTICAL (HK) LTD. (“LP”), and WINDTREE THERAPEUTICS, INC., a Delaware corporation (“WINT”), as follows:
Binding Term Sheet for Issuance of Principal Solar, Inc. Series A Convertible Redeemable Preferred Stock May 6, 2015Binding Term Sheet • May 12th, 2015 • Principal Solar, Inc. • Electric services
This Binding Term Sheet (the “Agreement”) sets forth the general terms and conditions of the purchase by SMCDLB, LLC, a Georgia limited liability company (“Purchaser”), of the Preferred Shares (defined below). This Agreement is intended to be, and is, binding on the parties hereto (“Parties”), subject only to the good faith negotiation and execution of definitive Transaction Documents (defined below), and the Parties agree to execute the Transaction Documents as expeditiously as possible, and no later than May 12, 2015.
Binding Term Sheet between Austrianova Singapore Pte. Ltd. and SG Austria Pte. Ltd. and PharmaCyte Biotech, Inc.Binding Term Sheet • September 6th, 2017 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products
This Binding Term Sheet (“Term Sheet”) summarizes the principal terms of a transaction between Austrianova Singapore Pte. Ltd., a Singapore corporation, with a principal place of business at 3 Biopolis Drive, #05-19 Synapse, Singapore 138623 (“Austrianova Singapore”), SG Austria Pte. Ltd., a Singapore corporation, with a principal place of business at 3 Biopolis Drive, #05-19 Synapse, Singapore 138623 (“SG Austria” and together with Austrianova Singapore, “Austrianova”) and PharmaCyte Biotech, Inc., a Nevada corporation with a principal place of business at 22046 Avenida de la Carlota, Suite 600, Laguna Hills, California 92653, (“PharmaCyte”). The Term Sheet is intended to provide both: (a) guidance in the preparation of more complete written amendments to (i) that certain License Agreement, as amended, dated as of December 1, 2014, by and between PharmaCyte and Austrianova Singapore (“Cannabis License Agreement”), (b) that certain License Agreement, as amended, dated as of June 25, 20
BINDING TERM SHEETBinding Term Sheet • January 8th, 2025 • Blum Holdings, Inc. • Retail-miscellaneous retail • California
This Binding Term Sheet (“Term Sheet”), entered into on January 2, 2025 (the “Effective Date”), by and between Blüm Holdings, Inc., a Delaware corporation (“Buyer” or “Blüm” or the “Company”) and Mt. Tam Ventures II, LLC, a Delaware limited liability company (“MTV II”, the “Target” or “Business”) and sets forth the key terms and conditions of a proposed transaction to be memorialized in an Acquisition Agreement or Share Exchange Agreement (the “Transaction Agreement”) or similarly situated document(s) necessary to achieve the purposes described herein (collectively, the “Definitive Agreements”) pursuant to which Blüm intends to issue common stock to the various holders of the Membership Interests of MTVII (the “Sellers” and each a “Seller”) in exchange for Membership Interests of MTV II. Each of Blüm and the MTV II are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***] PRIVILEGED...Binding Term Sheet • July 29th, 2022 • First Wave BioPharma, Inc. • Pharmaceutical preparations
This Binding Term Sheet (this “Term Sheet”) is entered into as of July 29, 2022 (the “Term Sheet Date”), by and between First Wave BioPharma, Inc. (the “Company”) and Fortis Advisors LLC, in its capacity as the hired representative and for the benefit of the former stockholders of First Wave Bio, Inc. (in such capacity, “Fortis”).
Binding Term Sheet by and among LYVECOM, INC., a Delaware corporation, MAXWELL DRUT, KRG ENTERTAINMENT LLC, MATTHEW HOBBS, LUKAS NORITZCH, TROY LESTER and VERB TECHNOLOGY COMPANY INC. Dated as of February 28, 2025 Key Commercial Terms of AgreementBinding Term Sheet • March 4th, 2025 • Verb Technology Company, Inc. • Services-personal services
This binding Term Sheet is dated as of February 28, 2025 (the “Effective Date”) by and among (i) Verb Technology Company, Inc., a Nevada corporation (“Purchaser”); (ii) Lyvecom, Inc., a Delaware corporation (the “Company”); and (iii) Maxwell Drut (“Drut”), KRG Entertainment LLC (“KRG”), Matthew Hobbs (“Hobbs”), Lukas Noritzsch (“Noritzsch”) and Troy Lester (“Lester”) (each of Drut, KRG, Hobbs, Noritzsch and Lester a “Seller Party” and collectively, the “Seller Parties”). Each of Purchaser, the Company and the Seller Parties may be referred to herein individually as a “Party” and collectively as the “Parties”. This Binding Term Sheet sets forth the binding terms among the Parties for completing the acquisition by Purchaser of all of the outstanding capital stock of the Company from the Seller Parties (the “Transaction”). The Parties hereby agree to use best efforts enter into one or more definitive agreements that incorporates all of the terms of this binding Term Sheet. This binding Te
Binding Term SheetBinding Term Sheet • May 10th, 2021 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
The items set forth in this term sheet and the attached exhibit (collectively, this “Term Sheet”) are binding and hereby agreed to by Ocwen Financial Corporation and Ocwen USVI Services, LLC (individually and together, with affiliates, “Ocwen”) and Altisource S.à r.l. (“Altisource”). The parties may also execute detailed agreements to further memorialize some or all of the below. This Term Sheet shall be read in conjunction with the February 22, 2019 Binding Term Sheet among the parties (as subsequently modified, supplemented and/or amended, including by this Term Sheet, the “2019 Term Sheet”) and existing agreements between the parties, and does not supersede the same except as may be expressly set forth herein. The effective date of this Term Sheet is May 5, 2021.
Equity Financing Binding Term Sheet June 7, 2012Binding Term Sheet • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This binding term sheet (this “Term Sheet”), dated as of the date first written above, is between Mandalay Digital Group, Inc., a Delaware corporation (“Issuer”), and (“Investor”). The parties hereby agree as follows:
BINDING TERM SHEETBinding Term Sheet • January 14th, 2025 • Blum Holdings, Inc. • Retail-miscellaneous retail • California
This Binding Term Sheet (“Term Sheet”), entered into on January 8, 2025 (the “Effective Date”), by and between Blüm Holdings, Inc., a Delaware corporation (“Buyer” or “Blüm” or the “Company”) and Mesh Ventures, LLC, a California limited liability company (“Mesh”, the “Target” or “Business”) and sets forth the key terms and conditions of a proposed transaction to be memorialized in an Merger Agreement or Share Exchange Agreement (the “Transaction Agreement”) or similarly situated document(s) necessary to achieve the purposes described herein (collectively, the “Definitive Agreements”). Each of Blüm and the Mesh are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Equity Financing Binding Term Sheet March 5, 2012Binding Term Sheet • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This binding term sheet (this "Term Sheet"), dated as of the date first written above, is between Mandalay Digital Group, Inc., a Delaware corporation ("Issuer"), and ("Investor"). The parties hereby agree as follows:
BINDING TERM SHEET Dated as of October 26, 2012 (the “Effective Date”) Proprietary and ConfidentialBinding Term Sheet • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
Information provided in this term sheet (this “Term Sheet”) is considered “Confidential Information” as defined in the Mutual Confidentiality and Non-Circumvention Agreement, dated as of October [***],2012 (the “Confidentiality Agreement”). By receiving this Term Sheet and any other information related to the Transactions, each of SFX Holding Corporation (“SFX”) and ID&T Holding B.V. (“ID&T” and, collectively with SFX, the “Parties”) agrees keep this information confidential and not disclose the information to any third party, other than such Party’s representatives that will help such Party evaluate the Transactions, without the written consent of the other Party, and each Party agrees that such Party will safeguard the information with the same degree of care that such Party safeguards such Party’s own confidential information, but in any event with no less than reasonable care. Each Party will not use the information in any manner (other than for purposes of evaluating whether to en
Binding Term SheetBinding Term Sheet • July 12th, 2024 • Gaming & Leisure Properties, Inc. • Real estate investment trusts • Delaware
Set forth below are the terms of a legally binding agreement (this “Agreement”), dated as of July 11, 2024, by and between GLP Capital, L.P. (“GLP”) and Bally’s Corporation (“Bally’s” and, together with GLP, each a “Party” and, collectively, the “Parties”). As the context may require, references to GLP and Bally’s in this Agreement shall be deemed to refer to their respective affiliates and subsidiaries. This Agreement serves as a mutually agreed-upon set of terms between the Parties to be incorporated as soon as practicable after the date hereof in definitive documents and agreements (collectively, the “Definitive Documents”) setting forth the terms and conditions addressed herein in further detail, as well as such other terms and conditions as shall be customary and not inconsistent with the terms hereof.
ON THE LETTERHEAD OF AMERICAN GREETINGS CORPORATION]Binding Term Sheet • July 8th, 2009 • American Greetings Corp • Greeting cards
MOONSCOOP and AG are entering into this binding term sheet (the “Binding Term Sheet”) setting forth the terms of the acquisition by MOONSCOOP of the Strawberry Shortcake (“SSC”) and Care Bears (“CB”) properties owned by AG and its affiliates (it being understood that the only non-owned rights in SSC and CB consist of six half-hour episodes of SSC and two full length movies of CB), as well as all rights in those properties held by Cookie Jar Entertainment Inc. and all of its affiliates (“COOKIE JAR”) (collectively, the “Properties”). “Properties” includes but is not limited to all copyrights and trademarks related to the Properties owned by AG, COOKIE JAR and their respective affiliates, as well as derivatives, imitations, adaptations, reproductions and entertainment exploitations owned by AG, COOKIE JAR and their respective affiliates (including without limitation, digital, DVDs, theatrical releases, music, scores, television programming, and any other programming, including masters),
Pathnet BINDING TERM SHEET By and Between Pathnet, Inc. and American Tower Corporation This BINDING TERM SHEET is made and entered into as of the 17th day of February, 1998, by and between PATHNET, INC. ("Pathnet"), a Delaware corporation having its...Binding Term Sheet • May 8th, 1998 • Pathnet Inc
BINDING TERM SHEETBinding Term Sheet • May 16th, 2025 • Blum Holdings, Inc. • Retail-miscellaneous retail • California
This Binding Term Sheet (“Term Sheet”), entered into on May 12, 2025 (the “Effective Date”), by and between Blüm Holdings, Inc., a Delaware corporation (“Buyer” or “Blüm” or the “Company”) and [***] (“[***]”, the “Target” or “Business”) and sets forth the key terms and conditions of a proposed transaction to be memorialized in an Merger Agreement or Share Exchange Agreement (the “Transaction Agreement”) or similarly situated document(s) necessary to achieve the purposes described herein (collectively, the “Definitive Agreements”). Each of Blüm and the Target are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NLS Pharmaceutics Ltd - Kadimastem Ltd BINDING TERM SHEETBinding Term Sheet • August 27th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This binding term sheet (this “Term Sheet”) is entered into by and between NLS Pharmaceutics Ltd (the “Company” or “NLSP”) and Kadimastem Ltd (“Kadimastem”). Subject to the limitations set forth below, the parties hereto, intending to be legally bound hereby as provided herein, and each having received good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:
Messrs. Cold Baked. LLC Golden Works, LLC 6620 Turkey Tracks Rd Colorado Springs CO 80916 Attn: Joshua Hindi Re: Binding Term Sheet between Medicine Man Technologies, Inc. ("MMT") and Cold Baked, LLC/Golden Works, LLC (d/b/a "Dabble") Dear: Mr. Hindi:Binding Term Sheet • August 12th, 2019 • Medicine Man Technologies, Inc. • Services-management consulting services
MMT and Dabble are entering this binding term sheet (the "Binding Term Sheet") setting forth the terms of the acquisition by MMT of Dabble.
BINDING TERM SHEETBinding Term Sheet • May 1st, 2014 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
Binding Term SheetBinding Term Sheet • July 12th, 2024 • Bally's Corp • Hotels & motels • Delaware
Set forth below are the terms of a legally binding agreement (this “Agreement”), dated as of July 11, 2024, by and between GLP Capital, L.P. (“GLP”) and Bally’s Corporation (“Bally’s” and, together with GLP, each a “Party” and, collectively, the “Parties”). As the context may require, references to GLP and Bally’s in this Agreement shall be deemed to refer to their respective affiliates and subsidiaries. This Agreement serves as a mutually agreed-upon set of terms between the Parties to be incorporated as soon as practicable after the date hereof in definitive documents and agreements (collectively, the “Definitive Documents”) setting forth the terms and conditions addressed herein in further detail, as well as such other terms and conditions as shall be customary and not inconsistent with the terms hereof.
BINDING TERM SHEETBinding Term Sheet • September 11th, 2020 • Bullfrog Gold Corp. • Metal mining
This Binding Term Sheet (the “Term Sheet”) dated as of the 7th day of September 2020 (the “Effective Date”), sets forth the principal understanding between Homestake Mining Company of California Inc., a California corporation (“Homestake”), Lac Minerals (USA) LLC, a Delaware limited liability company (“Lac Minerals” and together with Homestake, the “Barrick Parties”), Augusta Investments Inc. and/or its affiliates and certain other individuals identified by Augusta Investments Inc. (together, the “Augusta Group”) and Bullfrog Gold Corp., a Delaware corporation (“BFGC”), with respect to an integrated transaction involving (i) the purchase by BFGC from the Barrick Parties of all of the equity interests (the “Equity Interests”) in Bullfrog Mining LLC, the successor by conversion of Barrick Bullfrog Inc. (the “Target”), a Delaware corporation (the “Acquisition Transaction”), and (ii) the concurrent financing pursuant to which the Augusta Group will acquire Units (as defined below) of BFGC
BINDING TERM SHEETBinding Term Sheet • April 19th, 2022 • Axim Biotechnologies, Inc. • Pharmaceutical preparations • California
This BINDING TERM SHEET (the "Agreement"), dated as of July 29, 2021, is entered into by and between AXIM Biotechnologies Inc., ("AXIM"), a Nevada Corporation, and Advanced Tear Diagnostics, LLC., a Delaware Limited Liability Company ("ATD") .
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Binding Term Sheet...Binding Term Sheet • September 8th, 2021 • 890 5th Avenue Partners, Inc. • Communications services, nec • New York
This Binding Term Sheet (“Term Sheet”) is intended to outline the high-level terms of an agreement between NBCUniversal Media, LLC (“NBCU”) and BuzzFeed, Inc. (“BuzzFeed”) and shall constitute a binding agreement between the parties until more detailed amendments to the Amended and Restated Binding Term Sheet, effective as of November 7, 2016, as amended (the “Agreement”) and other relevant agreements addressing the matters set forth herein are entered into. Unless otherwise defined in this Term Sheet, capitalized terms in this Term Sheet will have the same meaning as set forth in the Agreement.
BINDING TERM SHEET Dated March 12, 2019Binding Term Sheet • March 14th, 2019 • FirstService Corp • Real estate
The following term sheet outlines the key commercial terms forming the basis of a binding agreement (the “Transaction”) between FirstService Corporation (the “Company”) Henset Capital Inc. (“Henset”), Jayset Management FSV Inc. (“Jayset”) and Jayset Capital Corp. (“Jayset Capital”) pursuant to which the Restated Management Services Agreement dated June 1, 2015, as amended (the “MSA”), between FSV Holdco ULC (now the Company), Jayset and Jay S. Hennick (“Hennick” and, together with Jayset, the “Hennick Group”), including Article 4 thereunder, will be terminated for nil consideration and the dual class voting structure of the Company will be eliminated, subject to terms hereof.
BINDING TERM SHEETBinding Term Sheet • April 14th, 2025
This binding term sheet (“Term Sheet”) sets forth material terms and conditions for the potential transactions described below (collectively, the “Transaction”). This Term Sheet creates a binding obligation on all parties hereto to use commercially reasonable efforts to negotiate the Transaction and creates an obligation to execute and deliver a mutually agreed upon Stock Purchase Agreement (as defined below) in respect of the Transaction, which includes the terms set forth in this Term Sheet and the terms, conditions and other provisions customary in these types of transactions.
BINDING TERM SHEETBinding Term Sheet • April 30th, 2021 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production
This Binding Term Sheet is entered into by and among Thomas Delonge (“Tom”), To The Stars Academy of Arts and Sciences Inc., a Delaware corporation (“TISA”), and TISA’s wholly owned subsidiary, To The Stars, Inc., a California corporation (“TISI”). Tom, TISA and TISI are each referred to individually as a “Party” and collectively as the “Parties.” Unless and until replaced and superseded by one or more agreements among the Parties, this Term Sheet is legally binding and constitutes the entire understanding of the Parties with respect to the subject matter hereof and may be amended or modified only in writing signed by the Parties.
Binding Term Sheet Solar Plant Company (SPC) - CONFIDENTIAL -Binding Term Sheet • August 5th, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices
This Term Sheet summarizes the discussions both parties had during the last month around forming a solar plant company (“SPC”) for building large scale solar plants and fixes the commercial terms of such a venture. Given the time pressure of forming such a venture before first delivery of cells for the project in June, this letter is meant to have the character of a binding term sheet which the parties’ lawyers will turn into a full legal documentation by the end of July at the latest.
Binding Term Sheet between. Leo Riders Company and Bio-en Holdings CorpBinding Term Sheet • November 29th, 2019 • Bio-en Holdings Corp. • Bakery products
This term sheet (the “Term Sheet”) reflects the principles of a transaction between Leo Riders Company, an Israeli company (“Leo”) engaged in the electric scooter-sharing business in Israel, and Bio-en Holdings Corp, a Delaware corporation (“Bio”) is a voluntary filer that files reports with the U.S. Securities and Exchange Commission (“SEC”) voluntarily under Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), in relation to a transaction for the purchase of 100% of the securities of Leo by Bio in consideration of the allotment of shares and rights to shares in Bio to the Shareholders of Leo (the “Shareholders of Leo”) whoever they may be on the date of the completion of the transaction, all subject to the entry by the parties into a binding agreement and the fulfilment of the conditions precedent to the completion of the transaction, as set forth below.
Binding Term SheetBinding Term Sheet • May 27th, 2021
Set forth below are the terms of a legally binding agreement (this “Agreement”), dated as of April 12, 2021, by and between Gaming and Leisure Properties, Inc. (“GLPI”) and Bally’s Corporation (“Bally’s”). As the context may require, references to GLPI and Bally’s in this Agreement refer to their respective affiliates and subsidiaries.
ContractBinding Term Sheet • February 25th, 2020 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely be competitively harmful if publicly disclosed.
AGREEMENTBinding Term Sheet • September 5th, 2023 • Sky Quarry Inc. • Hazardous waste management • California
This Agreement (this “Agreement”) is entered into on April 6, 2023 (the “Effective Date”) by and between Sky Quarry Inc., a Delaware corporation (“Sky Quarry”) and Marcus Laun (“Guarantor”), on the one hand, and [ REDACTED ], a California limited partnership (“KFBV”), on the other hand. Each of Sky Quarry, Guarantor, and KFBV may be referred to herein as a “Party” and collectively as the “Parties.”
BINDING TERM SHEETBinding Term Sheet • July 3rd, 2025 • Blum Holdings, Inc. • Retail-miscellaneous retail • California
This Binding Term Sheet (“Term Sheet”), entered into on July 1, 2025 (the “Effective Date”), by and between Blüm Holdings, Inc., a Delaware corporation (“Buyer” or “Blüm” or the “Company”), [***] (“[***]”, the “Target” or “Business”), and the members of [***] listed on the Schedule A attached hereto (the “Members” or the “Sellers” and together with Target, the “Selling Parties”) and sets forth the key terms and conditions of a proposed transaction to be memorialized in an Merger Agreement or Share Exchange Agreement (the “Transaction Agreement”) or similarly situated document(s) necessary to achieve the purposes described herein (collectively, the “Definitive Agreements”). Each of Blüm and the Selling Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”