Faegre & Benson Sample Contracts

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Double Eagle Petroleum Company – DOUBLE EAGLE PETROLEUM CO. Common Stock (Par Value $0.10 Per Share) at Market Issuance Sales Agreement (August 24th, 2011)

Double Eagle Petroleum Co., a Maryland corporation (the Company), confirms its agreement (this Agreement) with McNicoll, Lewis & Vlak LLC (the MLV), as follows:

Contract (June 28th, 2006)

EXHIBIT 10.10 EXECUTION COPY POKAGON GAMING AUTHORITY $305.0 Million 10-3/8% Senior Notes due 2014 PURCHASE AGREEMENT dated June 15, 2006 BANC OF AMERICA SECURITIES LLC PURCHASE AGREEMENT June 15, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 As Initial Purchaser Ladies and Gentlemen: Introductory. Pokagon Gaming Authority (the "Authority"), a wholly owned, unincorporated instrumentality of the Pokagon Band of Potawatomi Indians, an Indian tribe recognized by the Secretary of the Interior pursuant to 25 U.S.C. Sections 1300j et seq. (the "Tribe"), proposes to issue and sell to Banc of America Securities LLC (the "Initial Purchaser") $305.0 million in aggregate pri

Index Oil Gas – Contract (March 15th, 2006)
Access Integrated Technologies – Contract (January 19th, 2006)

EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT COMMON STOCK: Up to 1,145,000 Shares This Placement Agency Agreement (the "AGREEMENT") is entered into by any between Access Integrated Technologies, Inc., a Delaware corporation (the "COMPANY"), and Craig-Hallum Capital Group LLC (the "AGENT"), effective as of January 17, 2006. 1. ENGAGEMENT AND SERVICES. 1.1 ENGAGEMENT. The Company hereby engages the Agent exclusively to act as placement agent to the Company concerning a potential offering (the "OFFERING") of up to 1,145,000 shares of the Company's Class A Common Stock (the "SECURITIES"). The final terms of the Offering, however, will be negotiated between the Company and the investors who purchase the Securities in the Offering. The Agent hereby accepts such engagement on a "best efforts" basis upon the terms and conditions set forth in this Agreement. This Agreement shall not give

PowerSecure International, Inc – Contract (September 9th, 2005)

Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("AGREEMENT") is entered into as of September 2, 2005 by and among PowerSecure, Inc., a Delaware corporation, with offices at 230 Capcom Avenue, Suite 107, Wake Forest, North Carolina 27587 ("GRANTOR"), and First National Bank of Colorado, with offices at 3033 Iris Avenue, Boulder, CO 80301 ("LENDER"). RECITALS A. Pursuant to that certain Credit Agreement among the Grantor, Southern Flow Companies, Inc., a Delaware corporation ("Southern Flow"), Metretek Incorporated, a Florida corporation ("Metretek"), Metretek Technologies, Inc., a Delaware corporation ("Guarantor") and Lender of same date hereof (as amended from time to time, "Credit Agreement"), Grantor and Southern Flow, have executed two promissory notes: (1) a promissory note of even date herewith, payable to the order of Lender in the original principal amount of $2,500,000.00 (the "Facility A Note

Agreement of Compromise and Settlement (June 7th, 2002)
Act Teleconf Inc – Securities Purchase Agreement (May 24th, 2002)
Act Teleconf Inc – Page ARTICLE I THE MERGER...................................................... ............................... 2 Section 1.1 the Merger....................... ....................................................... 2 Section 1.2 Effective Time.......................................................................... 3 Section 1.3 Effects of the Merger................................................................... 3 Section 1.4 Articles and Bylaws; Directors and Officers............................................. 3 Section 1.5 Conversion of Securities/Merger Consideration.................. (January 16th, 2002)

4 EXHIBITS Exhibit A Form of Parent Note Exhibit B Form of Earnout Agreement (with respect to Earnout Shares) Exhibit C Form of Escrow Agreement (with respect to Escrow Consideration) Exhibit D Form of Opinion of Faegre & Benson Exhibit E Form of Registration Rights Agreement Exhibit F Form of Employment Agreements Exhibit G Form of Opinion of Downs Rachlin Martin PLLC 5 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is dated as of --------- December 21, 2001, by and among ACT Teleconferencing, Inc., a Colorado corporation ("Parent"), ACT Proximity, Inc., a Colorado corporation and a direct ------ wholly owned subsidiary of Parent ("Sub"), Proximity, Inc., a Vermont --- corporation (the "Company") (Sub and the Co

Act Teleconf Inc – Asset Purchase Agreement (October 18th, 2001)
Wilsons The Leather Experts Inc. – Contract (June 25th, 2001)

- --------------------- ------------------------- ---------------------- --------------------- ----------------------- IF EBIT/Cash Applicable Swing Line Applicable Index Applicable LIBOR Applicable L/C Margin Interest Coverage Margin is: Margin is: Margin is: is: is: - --------------------- ------------------------- ---------------------- --------------------- ----------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% - --------------------- ------------------------- ---------------------- --------------------- ----------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 - --------------------- ------------------------- ---------------------- --------------------- ----------------------- 3.0 up to but not 1.75% 0.25% 1.75%

Auriga Laboratories – Securities Purchase Agreement (July 14th, 2000)
Auriga Laboratories – R E C I T a L S (April 14th, 2000)
Stock and Asset Purchase Agreement (March 15th, 2000)
Note and Warrant Purchase Agreement (October 8th, 1999)
Excelsior-Henderson Mtrcycle – Securities Purchase Agreement (May 17th, 1999)
Stock Repurchase Agreement (June 8th, 1998)
Western Pacific Airlines Inc – Page (January 13th, 1998)
Western Pacific Airlines Inc – Credit Agreement (December 12th, 1997)
Contract (January 22nd, 1996)

TABLE OF CONTENTS 1. AUTHORIZATION OF SECURITIES....................................................................................1 2. SALE AND PURCHASE OF SECURITIES................................................................................1 3. CLOSING........................................................................................................1 4. RESTRICTION ON TRANSFER OF SECURITIES..........................................................................2 4.1 RESTRICTIONS..................................................................................................2 4.2(A) LEGEND....................................................................................................2 (B) STOP TRANSFER ORDER...........................................................................................3 4.3 REMOVAL OF LEGEND................................