Arnold & Porter Sample Contracts

Nastech Pharmaceutical Company, Inc. – Amendment, Acknowledgment and Mutual Release (March 23rd, 2009)

This Amendment, Acknowledgment and Release (the Agreement) is made and entered into as of March 16, 2009 (the Effective Date) between Steven C. Quay, M.D., Ph.D. (Executive), an individual resident in the State of Washington, and MDRNA, Inc. (formerly Nastech Pharmaceutical Company Inc.; MDRNA or the Company) with respect to the Employment Agreement (the EA) executed effective June 10, 2008, and the relations between Executive and MDRNA. Capitalized terms not defined herein shall have the meanings given in the EA.

Refco Group Ltd., LLC – Contract (September 18th, 2006)

Exhibit 10.1 EXECUTION VERSION PLAN SUPPORT AGREEMENT PLAN SUPPORT AGREEMENT (this "Agreement"), dated September 14, 2006, by and among (i) the Official Committee of Unsecured Creditors of Refco Inc., et al. (the "Official Committee"); (ii) the Additional Committee of Unsecured Creditors of Refco Inc., et al. (the "Additional Committee"); (iii) the chapter 11 trustee (the "RCM Trustee") in his capacity as chapter 11 trustee for Refco Capital Markets Ltd. ("RCM"); (iv) Refco Inc. and affiliated debtors in possession (the "Debtors"); (v) non-debtor affiliates of Refco Inc. that are controlled, directly or indirectly, by Refco Inc. (the "Non-Debtor Affiliates"); (vi) each of the individual customers and creditors of RCM that are signatories hereto on or become signatories after the date hereof (the "RCM Creditors"); (vii) each of the individual creditors of the Debtors or Refco, LLC (

Contract (December 6th, 2005)

EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 26th day of September, 2005, by and among Gales Industries Incorporated, a Delaware corporation (the "Company"), Air Industries Machining, Corp., a New York corporation (the "Subsidiary"), and Peter D. Rettaliata, a resident of the State of New York ("Executive"). The Company and the Subsidiary are sometimes referred to herein jointly as the "Employer". WHEREAS, the Employer wishes to employ Executive on the terms and conditions set forth in this Agreement, and Executive wishes to be retained and employed by the Employer on such terms and conditions. NOW, THEREFORE, in consideration of the premises and the respective undertakings of the Employer and Executive set forth below, the Employer and Executive hereby agree as follows: 1. Employment. The Employer hereby employs Executive, and Executive hereby accepts such employment

Contract (July 26th, 2005)

SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of July 21, 2005, by and between NxtPhase T&D Corp., a Canadian corporation (the "Company"), and Beacon Power Corporation, a Delaware corporation (referred to herein as "Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto. Recitals WHEREAS, the Company is a party to a certain Securities Purchase Agreement, dated November 12, 2004, pursuant to which Perseus 2000, L.L.C. ("Perseus") agreed to purchase Class A Preferred Shares from the Company along with other parties specified therein (the "Initial Securities Purchase Agreement"), and at such time also entered into an Investor Rights Agreement (the "Investor Rights Agreement"); and WHEREAS, the Company and Purchaser are parties to an arrangement agreement, dated as of April 22, 2005 pursuant to which the Company will be acquired by P

Contract (June 17th, 2005)

EXHIBIT 10.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is dated as of November 12, 2004 by and among (i) NxtPhase T&D Corp., a Canadian corporation (the "Company"), (ii) Perseus 2000, L.L.C., a Delaware limited liability company ("Perseus"), (iii) El Dorado Investment Company, an Arizona corporation ("El Dorado"), (iv) GE Capital Equity Holdings, B.V., a company incorporated under the laws of Netherlands ("GE"), (v) Working Opportunity Fund (EVCC) Ltd., a British Columbia corporation ("WOF"), (vi) Hydro-Quebec Capitech Inc., a Quebec corporation ("HQC"), (vii) Canadian Science and Technology Growth Fund Inc., a Canadian corporation ("CSTGF"), and (viii) OPG Ventures Inc., an Ontario corporation ("OPG"). Each of Perseus, El Dorado, GE, WOF, HQC, CSTGF and OPG are sometimes referred to herein as a "Stockholder" and collectively as the "Stockholders." Certain terms used in this Agreement are defined in Exhibit A her

America West Holdings Corp – Contract (June 2nd, 2005)

INVESTMENT AGREEMENT dated as of May 27, 2005 among US AIRWAYS GROUP, INC., AMERICA WEST HOLDINGS, INC. and THE INVESTORS LISTED ON SCHEDULE 1 HERETO TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS......................................................2 Section 1.01 Definitions..............................................2 ARTICLE II ISSUANCE AND PURCHASE OF NEW COMMON STOCK.......................7 Section 2.01 Issuance and Purchase of New Common Stock................7 Section 2.02 Closing..................................................8 ARTICLE III REPRESENTATI

Contract (May 6th, 2005)
Settlement Agreement (September 22nd, 2004)
Contract (April 14th, 2003)
ImageWare Systems, Inc. – Registration Rights Agreement (May 24th, 2002)
Maverick Tube Corp – Contract (March 29th, 2002)

Page No. ARTICLE 1 DEFINITIONS; CONSTRUCTION Section 1.1 Definitions..................................................................................... Section 1.2 Accounting Terms and Determinations............................................................ Section 1.3 Other Definitional Terms....................................................................... ARTICLE 2 AMOUNT AND TERMS OF LOANS Section 2.1 Loans and Commitments.......................................................................... Section 2.2 Borrowing Requests............................................................................. Section 2.3 Letters of Credit...........................................................

Senior Housing Pptys Trust – Contract (October 1st, 2001)

PAGE SECTION 1. DEFINITIONS AND INTERPRETATIONS........................................................................1 1.1. Certain Definitions....................................................................1 1.2. Interpretation.........................................................................9 SECTION 2. SALE AND PURCHASE OF STOCK............................................................................10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3. Purchase Price Adjustments and Payment................................................10 2.4. The Closing..................................

Talk America Holdings Inc – PAGE Article I ISSUANCE OF WARRANT SHARES AND CANCELLATION OF WARRANTS; ISSUANCE OF CONVERTIBLE NOTE; CLOSING.....................................................1 1.1 Cancellation of Warrants.............................................................1 1.2 Issuance of Convertible Note.........................................................2 1.3 Closing Date.........................................................................2 Article II REPRESENTATIONS AND WARRANTIES OF INVESTOR..........................................2 2.1 Organization, Standing, Etc................................... (September 24th, 2001)

32 EXHIBIT A-1 THIS CONVERTIBLE NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ARE NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED IN ARTICLE IV OF THE PURCHASE AGREEMENT REFERRED TO HEREIN. THIS CONVERTIBLE NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN INTERCREDITOR AGREEMENT DATED AS OF SEPTEMBER 10, 2001 AMONG MCG FINANCE CORPORATION, STATE STREET BANK AND TRUST COMPANY, N.A. AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY. TALK AMERICA HOLDINGS, INC. 8% Secured Convertible Note Due 2011 Dated: New York, N.Y. FOR VALUE RECEIVED, the undersigned TALK

Derby Cycle Corp – Asset Purchase Agreement (August 20th, 2001)
Lyon Investments B V – Asset Purchase Agreement (August 20th, 2001)
Contract (June 7th, 2000)

- -------------------------------- ----------------- ---------------- ----------------------- ---------------------- NAME AND ADDRESS OF AMOUNT OF ADDITIONAL NUMBER OF PREFERRED PURCHASER DEMAND NOTE CLASS F BRIDGE CAPITAL CONTRIBUTION SHARES AMOUNTS NOTE AMOUNT - -------------------------------- ----------------- ---------------- ----------------------- ---------------------- - -------------------------------- ----------------- ---------------- ----------------------- ---------------------- 1. Perseus Capital, L.L.C. $600,000 $1,200,000 $4,200,000 1,428,571 - -------------------------------- ----------------- ---------------- ----------------------- ---------------------- - -------------------------------- ----------------- ---------------- ----------------------- ----------

Ephone Telecom Inc – Contract (April 17th, 2000)

- -------------------------------------------------------------------------------------------------------------------- Title Serial Number Filing Date - -------------------------------------------------------------------------------------------------------------------- System, Method, and Computer Program Product for Managing a 09/393,288 09/10/1999 Carrier Exchange Network - -------------------------------------------------------------------------------------------------------------------- System, Method and Computer Program Product for Point-to-Point 09/430,297 10/29/1999 Band-width Conversation in an IP Network - -------------------------------------------------------------------------------------------------------------------- Method, System and Computer Program Product Pro

Nexiq Technologies Inc – Asset Purchase Agreement (January 4th, 2000)
EntreMed, Inc. – Securities Purchase Agreement (August 10th, 1999)
Talk America Holdings Inc – Severance Agreement (January 20th, 1999)
Amended and Restated License Agreement (October 30th, 1998)
Investment Agreement (September 4th, 1998)
Common Stock Purchase Warrant (July 23rd, 1998)
Master Transaction Agreement (May 29th, 1998)
Millennium Chemicals Inc – Master Transaction Agreement (May 29th, 1998)
Asche Transportation Svcs – Contract (March 30th, 1998)

EXHIBITS - --------- EXHIBIT A-1 Form of Senior Subordinated Note Due 2008 EXHIBIT A-2 Form of Junior Subordinated Note Due 2008 EXHIBIT B-1 Form of Primary Warrant EXHIBIT B-2 Form of Conditional Warrant EXHIBIT C Form of Security Agreement EXHIBIT D Form of Mortgages EXHIBIT E Form of Stockholders Agreement EXHIBIT F Certificate of Incorporation EXHIBIT G Form of Guaranty of Accuracy EXHIBIT H Voting Trust Agreement EXHIBIT I

Talk America Holdings Inc – R E C I T a L S (November 24th, 1997)
Banknorth Group Inc/Me – Stock Option Agreement (November 3rd, 1997)
Talk America Holdings Inc – Voting Agreement (October 29th, 1997)
Talk America Holdings Inc – Contract (September 2nd, 1997)

Eurodollar ABR Fee Spread Spread Percentage ------ ------ ---------- Category 1 ---------- Leverage Ratio greater than or equal 1.875% 0% 0.50% to 3:1 Category 2 ---------- Leverage Ratio greater than or equal 1.50% 0% 0.50% to 2:1 but less than 3:1 Category 3 ---------- Leverage Ratio less than 2:1 1.25% 0% 0.50%

Talk America Holdings Inc – Voting Agreement (July 23rd, 1997)
Host Marriott Corp/Md – Stock Purchase Agreement (July 7th, 1997)
Motient – Asset Sale Agreement (December 9th, 1996)
North Fork Bancorporation – Contract (April 26th, 1994)

December 1993 Description Current 30 days 60 days 90 days Non-accrual Total Comm., Fin. & Agricultural 228,925,393 3,969,869 7,008,169 1,065,996 16,181,733 257,151,160 89.02% 1.54% 2.73% 0.41% 6.29% 100.00% Mtg.Loans- Residential 349,471,027 4,953,779 1,557,969 745,445 6,914,581 363,642,801 96.10% 1.36% 0.43% 0.20% 1.90% 100.00% Mtg.Loans- Commercial 264,325,037 12,418,763 8,853,597 0 6,559,950 292,157,347 90.47% 4.25% 3.03% 0.00% 2.25% 100.00% Mtg. Loans- Construction 12,953,740 578,519 4,555,843 0 1,739,543 19,827,645 65.33% 2.92% 22.98% 0.00% 8.77% 100.00% Land Development 3