Drinker Biddle & Reath Sample Contracts

Contract (April 24th, 2006)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of April 19, 2006 by and among DATA ROAD, INC., a Florida corporation ("Data Road"), ZANETT, INC., a Delaware corporation ("Zanett"), ZANETT COMMERCIAL SOLUTIONS, INC., a Delaware corporation, and wholly owned subsidiary of Zanett, with a place of business at 635 Madison Avenue, Floor 15, New York, NY 10022 ("Buyer"), Jeffery Francis and John Vaughan, individuals residing in the State of Florida and owners of all of the outstanding capital stock of Data Road (the "Sellers"). W I T N E S S E T H: WHEREAS, Data Road is a dedicated Oracle services company engaged in the business of, among other things, providing (i) remote database administration and functional application support; (ii) remote or on-site hosting of client infrastructure and enterprise resource planning (ERP)

Contract (October 12th, 2005)

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of October 8th, 2005, by and among GSC Holdings Corp. (to be renamed GameStop Corp.), a Delaware corporation (the "Company"), and EB Nevada Inc., a Nevada corporation and James J. Kim (the "Stockholders"), and each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 11 hereof. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below). WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated April 17, 2005, each share of common stock of Electronics Boutique Holdings Corp. issued and outstanding immediately prior to the Effective Time will be converted into the right to receive Company Cash Consideration and Company Stock Consideration; WHEREAS, the C

Diomed Holdings, Inc – Contract (October 4th, 2005)

EXHIBIT 10.1 Execution Form SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September 30, 2005 among Diomed Holdings, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities of the Company. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby

Greenfield Online, Inc. – Contract (September 29th, 2005)

Exhibit 10.56 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated September 28, 2005 between GREENFIELD ONLINE, INC., a Delaware corporation ("Company"), and ALBERT ANGRISANI ("Executive"). BACKGROUND The Company desires to obtain the services of Executive as its President and Chief Executive Officer, and Executive desires to secure employment from the Company upon the following terms and conditions. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows: TERMS SECTION 1. CAPACITY AND DUTIES 1.1 EMPLOYMENT; ACCEPTANCE OF EMPLOYMENT. Company hereby employs Executive and Executive hereby accepts employment by Company for the period and upon the terms and conditions hereinafter set forth. 1.2 CAPACITY AND DUTIES.

Contract (August 24th, 2005)

EXHIBIT B IRREVOCABLE PROXY The undersigned Stockholder (the "Stockholder") of netGuru, Inc., a Delaware corporation ("Company"), hereby irrevocably (to the fullest extent permitted by law) appoints each of David Nation and Tom Kurke of Bentley (as defined below), as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares"), in accordance with the terms of this Proxy. The Shares beneficially owned by Stockholder as of the date of this Proxy are listed on the final page of this Proxy, along with t

Contract (August 3rd, 2005)

EXHIBIT 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among CHARMING SHOPPES, INC. CHARMING SHOPPES OF DELAWARE, INC. CSI INDUSTRIES, INC. CATHERINES STORES CORPORATION LANE BRYANT, INC. FB APPAREL, INC. and CROSSTOWN TRADERS, INC. as Borrowers, and CHARMING SHOPPES OF DELAWARE, INC. as Administrative Borrower, and certain other Subsidiaries of Charming Shoppes, Inc. as Guarantors and THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO

Contract (June 23rd, 2005)

Consolidated Funded Debt/ Applicable Margin Applicable Margin Consolidated EBITDA Ratio LIBO Rate Loans Prime Rate Loans ------------------------- ----------------- ----------------- 1.00 and 1.50 and 2.00 and 2.50 1.500% 0.00%

Contract (June 6th, 2005)

EXHIBIT 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of May 31, 2005, is made by and among Remote Dynamics, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the purchaser (the "PURCHASER") set forth on the execution page hereof (the "EXECUTION PAGE"). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("REGULATION D"), as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "SECURITIES ACT"). B. Upon the terms and conditions stated in this Agreement: 1. the Purchaser desires to exchange the 5,000 shares

Mediabay Inc – Contract (March 22nd, 2005)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 21, 2005 (the "EXECUTION DATE"), is by and between MediaBay, Inc., a Florida corporation (the "COMPANY"), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an "INVESTOR" and, collectively, as the "INVESTORS". A. The Company wishes to sell to each Investor, and each Investor wishes to purchase, on the terms and subject to the conditions set forth in this Agreement, (i) shares (the "PREFERRED SHARES") of the Company's Series D Convertible Preferred Stock (the "PREFERRED STOCK") having the rights and privileges set forth in the form of Articles of Amendment attached hereto as Exhibit A (the "ARTICLES OF AMENDMENT"), (ii) a warrant in the form attached hereto as Exhibit B (each, an "OFFERING WARRANT" and, collec

Sls International Inc. – Contract (January 6th, 2005)

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 3, 2005, is made by and among SLS International, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the undersigned (together with their affiliates, the "INITIAL INVESTORS"). BACKGROUND A. In connection with that certain Securities Purchase Agreement of even date herewith by and among the Company and the Initial Investors (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investors (i) shares of the Company's Series C Convertible Preferred Stock, par value $0.001 per share (the "PREFERRED STOCK"), that are convertible into shares of the Company's common stock, par value $0.001 per share (the "COMMON STOCK"),

Headwaters Incorporated – Contract (December 7th, 2004)

Exhibit 10.86 SECURITIES PURCHASE AGREEMENT by and among Eldorado Stone Holdings Co., LP, StoneCraft Industries, Inc., Dennis Grimmer and Headwaters Incorporated TABLE OF CONTENTS SECTION 1. ACQUISITION OF SECURITIES...............................1 1.1 Redemption by ES Corp and Northwest of Common Stock.........1 1.2 Purchase and Sale of Securities.............................2 SECTION 2. PURCHASE PRICE AND PAYMENT..............................2 2.1 Consideration...............................................2 2.2 Allocation of Consideration.................................3 2.3 Working Capital Adjustment............................

Scanvec Amiable Ltd – Contract (October 15th, 2004)

UNIT PURCHASE AGREEMENT by and among SCANVEC AMIABLE LTD., TREVED LLC, TWM ASSOCIATES LLC, and DAN PURJES UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT is dated as of September 30, 2004, by and among TREVED LLC, a Delaware limited liability company, ("Company"), TWM Associates LLC, a Delaware limited liability company ("TWM") and Dan Purjes (who, through certain affiliates, beneficially owns approximately 34.43% of the issued and outstanding ordinary shares of Buyer) (each, a "Seller," and together, "Sellers"), the record and beneficial owners of all of the outstanding units of membership interest of Company, and Scanvec Amiable Ltd., an Israeli company ("Buyer"). BACKGROUND Company

NGAS Resources, Inc. – Contract (October 5th, 2004)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 4, 2004, is made by and among NGAS Resources, Inc., a corporation organized under the laws of British Columbia, Canada (the "COMPANY"), the purchaser (the "PURCHASER") set forth on the execution pages hereof (each, an "EXECUTION PAGE" and collectively the "EXECUTION PAGES"). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("REGULATION D"), as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "SECURITIES ACT"). B. Upon the terms and conditions stated in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase,

Contract (September 24th, 2004)
Contract (December 4th, 2003)

Article I. Definitions................................................................1 Section 1.1. Definitions....................................................1 Section 1.2. General; References to Times...................................1 Article II. Credit Facilities.........................................................2 Section 2.1. Loans..........................................................2 Section 2.2. Letters of Credit..............................................3 Section 2.3. Swingline Loans................................................7 Section 2.4. Rates and Payment of Interest on Loans.........................9 Section 2.5. Number of Interest Periods.....................................10 Section 2.6. Repayment of Loans.............................................10 Section 2.7. Late Charges...................................................10 Section 2.8. Pre

Xanadoo – Contract (October 30th, 2003)

TABLE OF CONTENTS SECTION PAGE NO. RECITALS..........................................................................................................1 - -------- I-A. PRELIMINARY MATTERS.........................................................................................2 I. GENERAL TERMS.................................................................................................2 Section 1.01. Revolver Facilities....................................................................2 Section 1.02. Letters of Credit......................................................................3 Section 1.03. Initial Term Loans.....................................................................3 Section 1.04. Incremental Term Loans..

P-Com – Contract (October 7th, 2003)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 3, 2003, is made by and among P-Com, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the undersigned (together with their affiliates, the "INITIAL INVESTORS"). BACKGROUND A. In connection with that certain Securities Purchase Agreement dated as of even date herewith by and among the Company and the Initial Investors (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investors (i) shares of the Company's Series C Convertible Preferred Stock, par value $0.0001 per share (the "PREFERRED STOCK"), that are convertible into shares of the Company's common stock, par value $0.0001 per share (the "COMMON STOCK"), upon the terms and subject to the limitations and co

NGAS Resources, Inc. – Contract (September 9th, 2003)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of September 5, 2003, is made by and among Daugherty Resources, Inc., a corporation organized under the laws of British Columbia, Canada (the "COMPANY"), and each of the purchasers (individually, a "PURCHASER" and collectively the "PURCHASERS") set forth on the execution pages hereof (each, an "EXECUTION PAGE" and collectively the "EXECUTION PAGES"). BACKGROUND A. The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("REGULATION D"), as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "SECURITIES ACT"). B. Upon the terms and conditions stated in this Agreement, the Company des

Miravant Med Techs – Contract (September 8th, 2003)

Exhibit 10.1 UNSECURED CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT THIS UNSECURED CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is entered into as of August 28, 2003, by and between MIRAVANT MEDICAL TECHNOLOGIES, a Delaware corporation (the "Company"), with headquarters located at 336 Bollay Drive, Santa Barbara, California 93117, and each of the purchasers (individually, a "Purchaser," and, collectively, the "Purchasers") set forth on the execution pages hereof (each, an "Execution Page," and, collectively, the "Execution Pages"). RECITALS A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the United States Securities and Exchange Commission (the "SEC") under the

Contract (September 5th, 2003)

EXECUTION COPY STOCK PURCHASE AGREEMENT by and among Lehigh Consumer Products Corporation, American Manufacturing Company, Inc. and Jarden Corporation STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of August 15, 2003 by and among AMERICAN MANUFACTURING COMPANY, INC., a Pennsylvania corporation ("SELLER"), LEHIGH CONSUMER PRODUCTS CORPORATION, a Pennsylvania corporation and wholly-owned subsidiary of Seller (the "COMPANY"), and JARDEN CORPORATION, a Delaware corporation ("BUYER"). Certain defined terms are set forth in Section 13 hereof. BACKGROUND The Company and Desarrollo Industrial Fitec, S. R.L. de C.V., a Mexico variable capital limited li

Gabriel Technologies – Contract (September 3rd, 2003)

EXTRACT FROM STIPULATION AND CONSENT ORDER WAIVING CHALLENGE DEADLINE " 1. Presencia shall pay at confirmation of a plan of reorganization or liquidation the sum of $25,000 to Drinker Biddle & Reath LLP, attorneys for the Creditors' Committee, for the benefit of the Debtor's general unsecured creditors and professionals retained by the Creditors' Committee."

Pegasus Communications – Contract (August 5th, 2003)

SECTION PAGE NO. - ------- -------- Article I GENERAL TERMS ................................................................................2 Section 1.01 Term Loans......................................................................2 Section 1.02 Interest on the Notes...........................................................3 Section 1.03 Loan Requests...................................................................4 Section 1.04 Loan Disbursements..............................................................4 Section 1.05 Voluntary Prepayments...........................................................5 Section 1.06 Mandatory Prepaym

Susquehanna Media Co – Contract (April 9th, 2003)

Exhibit 10.1.5 SUSQUEHANNA MEDIA CO. 140 EAST MARKET STREET YORK, PA 17401 Wachovia Bank, National Association, (successor to First Union National Bank) as Agent and the Lenders Party to the Credit Agreement, dated as of May 12,1999, as amended as of July 19,1999, November 19, 1999, May 15, 2000, and January 10, 2001, among Susquehanna Media Co., the Subsidiary Guarantors, the Agent and the Lenders referred to therein (the "Credit Agreement") Re: Amendment No. 5 to Credit Agreement Dear Sir/Madam: I. BACKGROUND Susquehanna Media Co. would like to make certain revisions to the Credit Agreement: (a) to increase the number of LIBOR tranches permitted thereunder from 8 to 10; (b) to adjust the rounding provision in the calculation of LIBOR to reflect the l/100 convention rather than

Xanadoo – Contract (April 3rd, 2003)

SECTION PAGE NO. - ------- -------- ARTICLE I GENERAL TERMS..................................................................................2 - ----------------------- Section 1.01. Term Loans......................................................................2 ------------- ---------- Section 1.02. Interest on the Notes...........................................................2 ------------ --------------------- Section 1.03. Loan Requests...................................................................3 ------------- ------------- Section 1.04. Loan Disbursements..............................................................4 ---

Contract (March 31st, 2003)
Cti Group Holdings – Settlement Agreement (June 21st, 2002)
Contract (August 2nd, 2001)

Installment Percentage ----------- ---------- December 31, 2001 3.50% March 31, 2002 0.75% June 30, 2002 0.75% September 30, 2002 3.50% December 31, 2002 3.50% March 31, 2003 1.50% June 30, 2003, 1.50% September 30, 2003 3.50% December 31, 2003 3.50% March 31, 2004 1.50% June 30, 2004 1.50% September 30

Credit Agreement (January 5th, 2001)
Globalstar Lp – Assignment, Amendment and Release Agreement (November 20th, 2000)
Globalstar Lp – ABR Loans Eurodollar Loans --------- ---------------- Revolving Loans 2.25% 3.25% Delayed Draw Tranche a Term Loans 2.25% 3.25% Tranche B Term Loans 2.75% 3.75% Installment Date Percentage Amount ---------------- ----------------- January 15, 2001 10.0% March 31, 2001 10.0% June 30, 2001 10.0% September 30, 2001 10.0% December 31, 2001 10.0% March 31, 2002 15.0% June 30, 2002 15.0% August 15, 2002 20.0% Installment Date Principal Amount ---------------- ---------------- January 15, 2001 $ 3,000,000 June 30, 2001 3,000,000 June 30, 2002 45,000,000 March 31, 2003 75,000,000 August 15, 2003 174,0 (August 6th, 1999)

========================================================================================================================== APPLICABLE MARGIN APPLICABLE MARGIN COMMITMENT LEVEL BANK LOAN RATING FOR EURODOLLAR LOANS FOR ABR LOANS FEE - -------------------------------------------------------------------------------------------------------------------------- 1 Baa3/BBB- or higher 2.50% 1.50% .50% - -------------------------------------------------------------------------------------------------------------------------- 2 Bad/BB+ 2.75% 1.75% .50% - -------------------------------------------------------------------------------------------------------------------------- 3 Ba2/BB

Registration Rights Agreement (April 13th, 1999)
Lease (October 13th, 1998)
Total Research Corp – Employment Agreement (July 10th, 1998)
Eastn Environment Svc – Page ---- ARTICLE I ACQUISITION; CLOSING Section 1.1 Incorporation of Recitals, Exhibits, and Schedules...................................... 2 Section 1.2 Time and Place for Closing.............................................................. 2 Section 1.3 Excluded Liabilities; Distribution of Atlantic New York Stock........................... 2 Section 1.4 Agreement to Sell Shares to Purchaser................................................... 2 Section 1.5 Cons ideration...................................................................... ..... 2 Section 1.6 Deliveries by Purchaser......... (April 30th, 1998)

iii EXHIBITS AND SCHEDULES Schedules - --------- 1.9 Allocation of Assets 2.2 Material Documents 2.3(a)(i) Landfill Equipment 2.3(a)(ii) Rolling Stock 2.3(a)(iii) Containers 2.3(a)(iv) Boxcars 2.3(a)(v) Other Personal Property over $50,000 2.4 Customer List and Contracts 2.5(d) Wetlands 2.6(b) Permitted Encumbrances 2.6(c) Exceptions to Consents and Approvals 2.9 Fiscal Condition of Company 2.11(a) Employment Agreements 2.11(b) Employee Information 2.11(c) Employee Benefit Plans, Funds or Programs 2.11(e) Non-Qualified Plans 2.12(a) Exceptions to Company's operation in compliance with laws, etc. 2.12(b) Exceptions relating to environmental issues and liability 2.12(c) Other Interests in Landfills 2.12(d) Exceptions to Compliance with Environmental Laws 2.12(e) Notices of Violation 2.13(g) Excepti

Pegasus Communications – Contract (January 12th, 1998)

SECTION PAGE NO. RECITALS ...................................................................... 1 I. GENERAL TERMS.................................................................... 2 1.01 Revolver Facilities................................................... 2 1.02 Letters of Credit..................................................... 3 1.03 Interest on the Notes................................................. 7 1.04 Loan Requests; Type of Loan........................................... 10 1.05 Loan Disbursements.................................................... 11 1.06 Payments, Prepayments and Termination or Reduction of the Commitments......