Dickstein Shapiro Sample Contracts

Quest Products Cp – Licensing Services Agreement (December 15th, 2014)

This Licensing Services Agreement is entered into this 10th day of July, 2008 between Balthaser Online, Inc. ("BOI"), Quest Patent Research Corporation ("Quest"), and Dickstein Shapiro LLP ("DS").

Quest Products Cp – Intellectual Property Purchase and Assignment Agreement (December 15th, 2014)

This INTELLECTUAL PROPERTY PURCHASE & ASSIGNMENT AGREEMENT (the "Agreement") effective as of the date last signed below (the "Effective Date"), is by and between Intertech Holdings, LLC (the "Assignor"), a Delaware limited liability company having a principal business address el Meadow Lane, Woodcliff Lake, New Jersey 07677, and Quest NetTech Corporation, a Texas Corporation (the "Assignee"), having a business address at 251 W81st St, Suite 7B, New York, NY 10024. Assignor, and Assignee are each a "Party" to this Agreement and collectively, the "Parties" to this Agreement.

Alico, Inc. – AGREEMENT AND PLAN OF MERGER, BY AND AMONG ALICO, INC., 734 SUB, LLC, 734 CITRUS HOLDINGS, LLC, and THE HOLDERS PARTY HERETO (For Purposes of Articles II, IV, X and XI) DECEMBER 2, 2014 (December 5th, 2014)

THIS MERGER AGREEMENT (this Agreement), dated as of December 2, 2014, is made by and among 734 Citrus Holdings, LLC, a Florida limited liability company (the Company), Alico, Inc., a Florida corporation (Parent), 734 Sub, LLC, a Florida limited liability company and wholly owned subsidiary of Parent (Merger Sub), and, solely for purposes of Article 2, Article 4, Article 10 and Article 11, 734 Agriculture, LLC, a Delaware limited liability company (734 Agriculture), Rio Verde Ventures, LLC, a Florida limited liability company (Rio Verde), and Clayton G. Wilson (CGW and, together with 734 Agriculture and Rio Verde, the Holders). The Company, Parent, Merger Sub and the Holders shall be referred to herein from time to time collectively as the Parties.

Gladstone Commercial Corporation – CREDIT AGREEMENT DATED AS OF AUGUST 7, 2013 by and Among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, AS BORROWER, GLADSTONE COMMERCIAL CORPORATION, AS a GUARANTOR, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT and OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, and KEYBANC CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER (August 9th, 2013)

THIS CREDIT AGREEMENT (this Agreement) is made as of the 7th day of August, 2013, by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (Borrower), GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (Parent), KEYBANK NATIONAL ASSOCIATION (KeyBank), the other lending institutions which are parties to this Agreement as Lenders, and the other lending institutions that may become parties hereto pursuant to SS18 (together with KeyBank, the Lenders), KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the Agent), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.

Westbury Bermuda Ltd – Stock Purchase Agreement (August 1st, 2013)

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated July __, 2013, by and among Westbury (Bermuda) Ltd., a Bermuda exempted company ("Westbury Ltd."), Westbury Trust, a Bermuda trust ("Westbury Trust" and, together with Westbury Ltd., the "Seller") and Michael G. DeGroote, a resident of Bermuda ("DeGroote") on the one hand, and CBIZ, Inc., a Delaware corporation ("Purchaser" or the "Company"), on the other hand.

Stock Purchase Agreement (August 1st, 2013)

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated July 26, 2013, by and among Westbury (Bermuda) Ltd., a Bermuda exempted company (Westbury Ltd.), Westbury Trust, a Bermuda trust (Westbury Trust and, together with Westbury Ltd., the Seller) and Michael G. DeGroote, a resident of Bermuda (DeGroote) on the one hand, and CBIZ, Inc., a Delaware corporation (Purchaser or the Company), on the other hand.

FIRST LIEN CREDIT AGREEMENT Among CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., as Borrower, CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A. As Administrative Agent, UBS SECURITIES LLC, MIHI LLC and ROYAL BANK OF CANADA, as Co-Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION and FIFTH THIRD BANK, as Co- Documentation Agents Dated as of September 16, 2011 as Amended and Restated as of December 20, 2012 J.P. MORGAN SECURITIES LLC, UBS SECURITIES LLC, MACQUARIE CAPITAL (USA) INC., and RBC CAPITAL MARKETS,* as Joint Lead Arrangers and Joint Bookrunners (December 27th, 2012)

FIRST LIEN CREDIT AGREEMENT (this Agreement), dated as of September 16, 2011, as amended and restated as of December 20, 2012, among CUMULUS MEDIA INC., a Delaware corporation (Parent), CUMULUS MEDIA HOLDINGS INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties hereto (the Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, UBS SECURITIES LLC, MIHI LLC and ROYAL BANK OF CANADA, as co-syndication agents, and U.S. BANK NATIONAL ASSOCIATION and FIFTH THIRD BANK, as co-documentation agents.

Gladstone Commercial Corporation – LOAN AGREEMENT Dated as of October 1, 2012 Between NH10 CUMMING GA LLC, D08 MARIETTA OH LLC, MPI06 MASON OH LLC, SRFF08 READING PA, L.P., RPT08 PINEVILLE NC, L.P., IPA12 ASHBURN VA SPE LLC, and FTCHI07 GRAND RAPIDS MI LLC Individually, Collectively, Jointly and Severally, as Borrower and KEYBANK NATIONAL ASSOCIATION, as Lender Loan No. 10061971 (October 3rd, 2012)

THIS LOAN AGREEMENT, dated as of October 1, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), among KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (Lender) and NH10 CUMMING GA LLC, a Delaware limited liability company (Cumming), D08 MARIETTA OH LLC, a Delaware limited liability company (Marietta), MPI06 MASON OH LLC, a Delaware limited liability company (Mason), SRFF08 READING PA, L.P., a Delaware limited partnership (Reading), RPT08 PINEVILLE NC, L.P., a Delaware limited partnership (Pineville), IPA12 ASHBURN VA SPE LLC, a Delaware limited liability company (Ashburn), and FTCHI07 GRAND RAPIDS MI LLC, a Delaware limited liability company (Grand Rapids) each having its principal place of business at c/o Gladstone Commercial Corporation, 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102 (Cumming, Marietta, Mason, Reading, Pineville, A

Horizon Technology Finance Corp – LOAN AND SECURITY AGREEMENT by and Among HORIZON CREDIT III LLC as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and FORTRESS CREDIT CO LLC as Administrative Agent, Dated as of August 23, 2012 (August 23rd, 2012)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), is entered into as of August 23, 2012, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), FORTRESS CREDIT CO LLC, as administrative agent for the Lenders (in such capacity, "Agent") and as arranger, and, on the other hand, HORIZON CREDIT III LLC, a Delaware limited liability company ("Borrower") and joined by HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation ("Horizon"), and HORIZON TECHNOLOGY FINANCE MANAGEMENT LLC, a Delaware limited liability company ("Horizon Management") solely for the limited purpose of agreeing to and being bound by Section 11.3(b) and making the representations specifically applicable to them in Section 5 and the negative covenants specifically applicable to them in Section 7.

Contract (May 16th, 2012)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS IS AVAILABLE AND, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SECOND LIEN CREDIT AGREEMENT Among CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., as Borrower, CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A. As Administrative Agent, and UBS SECURITIES LLC, MIHI LLC, ROYAL BANK OF CANADA, and ING CAPITAL LLC, as Co-Syndication Agents Dated as of September 16, 2011 J.P. MORGAN SECURITIES LLC, UBS SECURITIES LLC, MACQUARIE CAPITAL (USA) INC., RBC CAPITAL MARKETS, and ING CAPITAL LLC as Joint Lead Arrangers and Joint Bookrunners (September 22nd, 2011)

SECOND LIEN CREDIT AGREEMENT (this Agreement), dated as of September 16, 2011, among CUMULUS MEDIA INC., a Delaware corporation (Parent), CUMULUS MEDIA HOLDINGS INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties hereto (the Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, and UBS SECURITIES LLC, MIHI LLC, ROYAL BANK OF CANADA and ING CAPITAL LLC, as co-syndication agents.

Horizon Technology Finance Corp – LOAN AND SECURITY AGREEMENT by and Among HORIZON CREDIT II LLC as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Arranger and Administrative Agent, Dated as of July 14, 2011 (July 18th, 2011)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), is entered into as of July 14, 2011, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders ("Agent"), and, on the other hand, HORIZON CREDIT II LLC, a Delaware limited liability company ("Borrower").

Stock and Option Purchase Agreement (September 17th, 2010)

THIS STOCK AND OPTION PURCHASE AGREEMENT (this Agreement), dated September 14, 2010, by and among Westbury (Bermuda) Ltd., a Bermuda exempted company (Westbury Ltd.), Westbury Trust, a Bermuda trust (Westbury Trust and, together with Westbury Ltd., the Seller) and Michael G. DeGroote, a resident of Bermuda (DeGroote) on the one hand, and CBIZ, Inc., a Delaware corporation (Purchaser or the Company), on the other hand.

AMENDMENT NO. 2 Dated as of July 30, 2009 to CREDIT AGREEMENT Dated as of December 20, 2006 (August 5th, 2010)

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of July 30, 2009 among KENNETH COLE PRODUCTIONS, INC., the LENDERS party hereto, PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent, BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AMENDED AND RESTATED PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT Dated as of January 29, 2010 Among ALLIED CAPITAL CORPORATION, as a Grantor, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (February 1st, 2010)
By Hand (December 8th, 2009)

This will confirm our discussion about your separation from employment as President of Assured Guaranty Corp. (AGC or the Company) on mutually agreeable terms as set forth below. You and AGC agree that this Agreement represents the full and complete agreement concerning your separation from employment with AGC and any and all of its affiliated companies.

Amended and Restated Capital Contribution Agreement (October 27th, 2009)

THIS AMENDED AND RESTATED CAPITAL CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of July 28, 2009, by and between Apollo Group, Inc., an Arizona corporation (Apollo), Carlyle Venture Partners III, L.P., a Delaware limited partnership (Carlyle, and together with Apollo and each Affiliate of Apollo and Carlyle that hereafter becomes an owner of shares of the Companys capital stock, the Participants) and Apollo Global, Inc., a Delaware corporation (the Company);

Amended and Restated Shareholders Agreement (October 27th, 2009)

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this Agreement) is made and entered into as of July 28, 2009, by and among Apollo Global, Inc., a Delaware corporation (the Company), Apollo Group, Inc., an Arizona corporation (Apollo), CVP III Coinvestment, L.P., a Delaware limited partnership (CVP), Carlyle Venture Partners III, L.P., a Delaware limited partnership (Carlyle and, together with Apollo, CVP, and each Affiliate of Carlyle and Apollo that hereafter becomes a Shareholder, collectively the Investor Shareholders), and the Persons listed on Schedule I attached hereto or who otherwise agree to be bound by the provisions hereof as an Other Shareholder by executing a joinder agreement (the Other Shareholders). Apollo, Carlyle, CVP and the Other Shareholders are collectively referred to herein as the Shareholders. Unless otherwise indicated herein, capitalized terms used herein are defined in paragraph 14 hereof.

PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT Dated as of August 28, 2009 Among ALLIED CAPITAL CORPORATION, as a Grantor, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (September 1st, 2009)
Discovery Laboratories, Inc. – 14,000,000 Shares of Common Stock and Warrants to Purchase Up to 7,000,000 Shares of Common Stock DISCOVERY LABORATORIES, INC. Common Stock (Par Value $0.001) PLACEMENT AGENT AGREEMENT (May 8th, 2009)
Mega Media Group Inc – Agreement (May 1st, 2009)

This AGREEMENT ("Agreement") is made and entered into as of April 27, 2009, by and among Island Broadcasting Company, a New York general partnership ("Island"), Echo Broadcasting Group, Inc., a New York corporation ("Echo") and Mega Media Group, Inc., a Nevada corporation ("Mega," and together with Island and Echo, the "Parties," an each, a "Party").

The Reader's Digest Association – Asset Purchase Agreement (November 14th, 2008)

This Asset Purchase Agreement (this "Agreement"), dated as of this 11th day of November, 2008, by and among Books Are Fun, Ltd., an Iowa corporation ("Seller"), Imagine Nation Books, Ltd., an Iowa corporation ("Buyer"), and The Reader's Digest Association, Inc., a Delaware Corporation ("RDA").

Eagle Bancorp, Inc. – Virginia Statutory Notice Under Section 8.01-433.1 This Agreement Contains a Confession of Judgment Provision Which Constitutes a Waiver of Important Rights You May Have as a Debtor and Allows the Creditor to Obtain a Judgment Against You Without Any Further Notice Loan Agreement (August 15th, 2008)

THIS LOAN AGREEMENT (this Agreement) is made and entered into as of the 11th day of August, 2008, by and between (i) EAGLE BANCORP, INC., a Maryland corporation, having a mailing address of 7815 Woodmont Avenue, Bethesda, Maryland 20814 (the Borrower), and (ii) UNITED BANK, a Virginia banking corporation, having offices at 2071 Chain Bridge Road, Vienna, Virginia 22182 (the Lender).

Disclosure Schedules (February 26th, 2008)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 25, 2008 (the Execution Date), is made by and between Reliant Energy Channelview LP, a Delaware limited partnership (Channelview LP) and Reliant Energy Services Channelview LLC, a Delaware limited liability company (RESC and together with Channelview LP, the Sellers) and Kelson Energy IV LLC, a Delaware limited liability company (the Buyer).

SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT Dated as of February 20, 2008 by and Among ICF INTERNATIONAL, INC., ICF CONSULTING GROUP, INC. And Other Borrower Parties Hereto From Time to Time, as Borrowers, CITIZENS BANK OF PENNSYLVANIA, and Certain Other Lender Parties Hereto From Time to Time, as Lenders, CITIZENS BANK OF PENNSYLVANIA, as Administrative Agent BANK OF AMERICA, N.A. As Syndication Agent CITIBANK, N.A. And SUNTRUST BANK as Documentation Agents and RBS SECURITIES CORPORATION D/B/A RBS GREENWICH CAPITAL, as Lead Arranger and Book Running Manager (February 25th, 2008)

THIS SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of February 20, 2008, and is by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank, acting in the capacity of Lender, Swing Line Lender and as Administrative Agent for the Lenders; (ii) certain other Lender parties to this Second Amended and Restated Business Loan and Security Agreement from time to time; (iii) ICF INTERNATIONAL, INC., a Delaware corporation, ICF CONSULTING GROUP, INC., a Delaware corporation and certain other Borrower parties to this Second Amended and Restated Business Loan and Security Agreement from time to time; and (iv) RBS SECURITIES CORPORATION d/b/a RBS GREENWICH CAPITAL, as sole and exclusive lead arranger and sole and exclusive book running manager.

Settlement Agreement and Release (February 8th, 2008)

THIS SETTLEMENT AGREEMENT AND RELEASE (Agreement) is made this 4th day of February, 2008, by and among (i) Halifax Corporation of Virginia (formerly Halifax Corporation) (Halifax), a Virginia corporation, and (ii) INDUS Corporation, a Virginia corporation, and INDUS Secure Network Solutions, LLC, a Virginia limited liability company (collectively, INDUS).

Russ Berrie – Agreement (December 7th, 2007)

Agreement, dated as of December 4, 2007, between Russ Berrie and Company, Inc. (together with its successors and assigns, the Company) and Bruce Crain (the Executive and, together with the Company, the Parties).

Discovery Laboratories, Inc. – 10,000,000 Shares Discovery Laboratories, Inc. Common Stock PLACEMENT AGENCY AGREEMENT (December 7th, 2007)

IT IS THE INVESTOR'S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.

Joint Venture Agreement (October 29th, 2007)

THIS JOINT VENTURE AGREEMENT (this Agreement) is made and entered into as of October 22, 2007, by and between Apollo Group, Inc., an Arizona corporation (Apollo), Carlyle Venture Partners III, L.P., a Delaware limited partnership (Carlyle, and together with Apollo and each Affiliate of Apollo and Carlyle that hereafter becomes an owner of shares of the Companys capital stock, the Participants) and Apollo Global, Inc., a Delaware corporation (the Company).

Shareholders Agreement (October 29th, 2007)

THIS SHAREHOLDERS AGREEMENT (this Agreement) is made and entered into as of October 22, 2007, by and among Apollo Global, Inc., a Delaware corporation (the Company), Apollo Group, Inc., an Arizona corporation (Apollo), Carlyle Venture Partners III, L.P., a Delaware limited partnership (Carlyle and, together with Apollo and each Affiliate of Carlyle and Apollo that hereafter becomes a Shareholder, collectively the Investor Shareholders), and the Persons listed on Schedule I attached hereto or who otherwise agree to be bound by the provisions hereof as an Other Shareholder by executing a joinder agreement (the Other Shareholders). Apollo, Carlyle and the Other Shareholders are collectively referred to herein as the Shareholders. Unless otherwise indicated herein, capitalized terms used herein are defined in paragraph 13 hereof.

Contract (October 25th, 2007)
Contract (October 19th, 2007)
Millennium Cell Inc. – SECURITIES PURCHASE AND SALE AGREEMENT by and Between MILLENNIUM CELL INC. And HORIZON FUEL CELL TECHNOLOGIES PTE. LTD. October 19, 2007 (October 19th, 2007)

THIS SECURITIES PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of October 19, 2007 by and among Millennium Cell Inc., a corporation organized under the laws of the State of Delaware (the "MCEL"), and Horizon Fuel Cell Technologies Pte. Ltd., a company limited by shares organized under the laws of the Republic of Singapore ("Horizon"). Each of MCEL and Horizon also may be referred to herein individually as a "Party" or collectively as the "Parties."

Contract (July 16th, 2007)
ACME Communications – ASSET PURCHASE AGREEMENT by and Among GOCOM MEDIA OF ILLINOIS, LLC, a Delaware Limited Liability Company, ACME TELEVISION OF ILLINOIS, LLC, a Delaware Limited Liability Company, and ACME TELEVISION LICENSES OF ILLINOIS, LLC a Delaware Limited Liability Company, June 14, 2007 (June 20th, 2007)

This ASSET PURCHASE AGREEMENT (this Agreement) is dated as of June 14, 2007, by and among GOCOM MEDIA OF ILLINOIS, LLC, a Delaware limited liability company (Buyer), and ACME TELEVISION OF ILLINOIS, LLC, a Delaware limited liability company (ACME), and ACME TELEVISION LICENSES OF ILLINOIS, LLC, a Delaware limited liability company (ACME Licenses and collectively with ACME, Seller). Buyer and Seller are sometimes referred to herein as the Parties and each as a Party.