Kramer Levin Naftalis & Frankel Sample Contracts

Contract (May 5th, 2020)

Attachment: 8-K Exhibit 10.1 Execution Version FIRST AMENDMENT TO THE SETTLEMENT AGREEMENT This First Amendment to that certain Settlement Agreement by and among the Debtors1, the FE Non-Debtor Parties, the Ad Hoc Noteholders Group, the Bruce Mansfield Certificateholders Group, and the Committee (the “Parties”), dated as of August 26, 2018 (the “Settlement Agreement”) is entered into by the parties thereto. WITNESSETH: WHEREAS, the Debtors, the FE Non-Debtor Parties, the Ad Hoc Noteholders Group, the Bruce Mansfield Certificateholders Group, and the Committee entered into the Settlement Agreement on August 26, 2018; WHEREAS, the Debtors and the FE Non-Debtor Parties entered into a Consent and Waiver to the Settlement Agreement dated as of April 18, 2019; WHEREAS, Section 2.4(a) of the Settlement Agreement contemplates that the Debtors shall provide FE Corp. with the Plan Effective Date Notice (as defined in the Settlement Agreement) at least 40 days prior to the Plan Effective Date; WH

Enzo Biochem IncESCROW AGREEMENT (June 23rd, 2014)

This agreement (this “Agreement”), dated as of June 20, 2014, is entered into by and among each of (i) Enzo Biochem, Inc. and Enzo Life Sciences, Inc., having a principal place of business at 527 Madison Avenue, New York, New York (together “Enzo”), (ii) PerkinElmer, Inc. and PerkinElmer Health Sciences, Inc. (together with PerkinElmer, Inc., “PerkinElmer”, and together with Enzo, the “Parties” and each a “Party”), and (iii) Kramer Levin Naftalis & Frankel LLP, solely in its capacity as escrow agent (in such capacity, the “Escrow Agent”), having an office at 1177 Sixth Avenue, New York, New York 10036.

Oppenheimer Equity Income Fund IncKramer Levin Naftalis & Frankel LLP (September 8th, 2011)

This opinion is being furnished to you in connection with the reorganization (the “Reorganization”) of Oppenheimer Balanced Fund (the “Target Fund”) into Oppenheimer Equity Income Fund, Inc. (the “Acquiring Fund”) pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of August 12, 2011, between the Target Fund and the Acquiring Fund.

Oppenheimer Equity Income Fund IncKramer Levin Naftalis & Frankel LLP May 11, 2011 (May 13th, 2011)

We have acted as counsel to Oppenheimer Equity Income Fund, Inc., a Maryland corporation (the “Fund”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the "Commission") of a Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued by the Fund, in connection with the acquisition of substantially all of the assets of Oppenheimer Balanced Fund, a Massachusetts business trust (“Balanced Fund”), by and in exchange for shares of common stock, par value $0.0001 per share (the "Shares"), of the Fund (the “Transaction”).

Oppenheimer Equity Income Fund IncKramer Levin Naftalis & Frankel LLP May 11, 2011 (May 12th, 2011)

We have acted as counsel to Oppenheimer Equity Income Fund, Inc., a Maryland corporation (the “Fund”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the "Commission") of a Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued by the Fund, in connection with the acquisition of substantially all of the assets of Oppenheimer Balanced Fund, a Massachusetts business trust (“Balanced Fund”), by and in exchange for shares of common stock, par value $0.0001 per share (the "Shares"), of the Fund (the “Transaction”).

Oppenheimer Developing Markets FundKramer Levin Naftalis & Frankel LLP (October 2nd, 2009)

This opinion is being furnished to you in connection with the reorganization (the “Reorganization”) of Oppenheimer Baring China Fund (the “Target Fund”) into Oppenheimer Developing Markets Fund (the “Acquiring Fund”) pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of July 31, 2009, by and between the Target Fund and the Acquiring Fund.

Oppenheimer Discovery FundKramer Levin Naftalis & Frankel LLP (July 24th, 2009)

This opinion is being furnished to you in connection with the reorganization (the "Reorganization") of Oppenheimer Midcap Fund (the "Target Fund") into Oppenheimer Discovery Fund (the "Acquiring Fund") pursuant to the Agreement and Plan of Reorganization (the "Agreement") dated as of July 10, 2009, by and between the Target Fund and the Acquiring Fund.

Edgewater Foods International, Inc.ESCROW AGREEMENT (May 30th, 2008)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of May 29, 2008, by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

Rx Staffing, Inc.SECURITIES ESCROW AGREEMENT (August 15th, 2007)

THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated August 9, 2007, is entered into by and among Jpak Group, Inc., a Nevada corporation (f/k/a Rx Staffing, Inc., the “Company”), Vision Opportunity Master Fund, Ltd., a Cayman Islands company (“Vision”), QVT Fund LP, a Cayman Island limited partnership (“QVT”), Quintessence Fund L.P., a Cayman Island limited partnership (“Quintessence”, and together with Vision and QVT, the “Purchasers”), certain stockholders of the Company set forth on Schedule A (the “Principal Stockholders”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”).

Technoconcepts, Inc.ESCROW AGREEMENT (July 6th, 2007)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of June 26, 2007, by and among TechnoConcepts Inc., a Colorado corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and Dynamic Decisions Growth Premium (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

SP Holding CORPSUBSCRIPTION AGREEMENT (February 13th, 2007)

This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Pubco, a Delaware corporation (the “Company”) that will do business as Organic To Go, immediately following the Closing of the private placement described herein. The Company is conducting a private placement (the “Private Placement”) of a minimum of eighty (80) units (the “Units”), for $4.0 million (the “Minimum Offering”), with the option to offer and issue up to an additional forty (40) Units, for up to an additional $2.0 million (the “Over Allotment”), for a total of one hundred and twenty (120) Units, for an aggregate of $6.0 million. Each Unit consists of (i) forty thousand (40,000) shares of the Company’s common stock (“Common Stock”) and (ii) a detachable, five-year warrant to purchase up to 8,000 shares of Common Stock, at an exercise price of $2.50per share (“Warrant”). The purchase price per Unit is $50,000. The minimum purchase by any one investor will be one half

SP Holding CORPESCROW AGREEMENT (February 13th, 2007)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of February , 2007, by and among Organic Holding Company, Inc., a Delaware corporation (the “Company”), Burnham Hill Partners, a division of Pali Capital, Inc. (the “Placement Agent”) on behalf of each purchaser (each, a “Purchaser” and together the “Purchasers”) that is a party to the Subscription Agreement (as defined below) and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).

United National Film CorpESCROW DEPOSIT AGREEMENT (February 13th, 2007)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of February 7, 2007, by and among United National Film Corporation, a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

Edgewater Foods International, Inc.ESCROW AGREEMENT (January 17th, 2007)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of January 16, 2007, by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

Merchandise Creations, Inc.ESCROW AGREEMENT (December 12th, 2006)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of December 7, 2006, by and among Merchandise Creations, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

Dolce Ventures, IncESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of September 7, 2006, by and among Gas Investment China Co., Ltd., a company organized under the laws of the British Virgin Islands (the "Company"), Vision Opportunity Master Fund, Ltd. ... (September 13th, 2006)
Wave Wireless CorpSECURITIES PURCHASE AGREEMENT (June 2nd, 2006)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April , 2006, is made by and among Wave Wireless Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), 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”), and, solely with respect to Section 8 hereof, Kramer Levin Naftalis & Frankel LLP, a New York limited liability partnership (“Escrow Agent”) with its principal place of business in New York, NY.

Afp Imaging CorpExhibit 10.1 AFP IMAGING CORPORATION Subscription Agreement AFP Imaging Corporation 250 Clearbrook Road Elmsford, New York 10523 Dear Sirs and Madams: Based upon the representations and warranties of AFP Imaging Corporation, a New York corporation (the ... (May 3rd, 2006)
Wave Wireless CorpSECURITIES PURCHASE AGREEMENT (April 21st, 2006)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April , 2006, is made by and among Wave Wireless Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), 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”), and, solely with respect to Section 8 hereof, Kramer Levin Naftalis & Frankel LLP, a New York limited liability partnership (“Escrow Agent”) with its principal place of business in New York, NY.

Roo Group IncESCROW AGREEMENT (December 30th, 2005)
Roo Group IncExhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of October 20, 2005, by and among ROO Group, Inc., a Delaware corporation (the "Company"), the purchasers signatory hereto (each a "Purchaser" and together the ... (October 26th, 2005)
Roo Group IncARTICLE 1 TERMS OF THE ESCROW (August 25th, 2005)
BNP Paribas SaExhibit 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of July 25, 2005 (this "Agreement"), is made and entered into by and between BNP PARIBAS NORTH AMERICA, INC. ("Seller"), and NOVAGOLD RESOURCES INC., a corporation organized under ... (August 5th, 2005)
Nephros IncExhibit 10.13 SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT (this "Agreement"), dated as of January 31, 2003 by and among NEPHROS, INC., a Delaware corporation (the "Company"), and Lancer Offshore, Inc. (the "Holder"). WHEREAS, pursuant to a Subscription ... (July 20th, 2004)
Northshore Asset Management LLCExhibit 10.1 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 18, 2003, between STARTECH ENVIRONMENTAL CORPORATION, a Colorado corporation and NORTHSHORE ASSET ... (July 28th, 2003)
Princeton Video Image IncPRINCETON VIDEO IMAGE, INC. 15 PRINCESS ROAD LAWRENCEVILLE, NEW JERSEY 08648 February 18, 2003 (April 1st, 2003)

This will confirm the agreement between Princeton Video Image, Inc., Cablevision Systems Corporation and the Escrow Agent that all references to the Option Agreement in the Escrow Agreement shall refer to that certain Option Agreement, dated as of June 25, 2002, by and between Princeton Video Image, Inc. and Cablevision Systems Corporation, as amended on the date hereof, and as further amended from time to time by the parties thereto.

Nephros IncExhibit 10.12 SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT (this "Agreement"), dated as of January 31, 2003 by and among NEPHROS, INC., a Delaware corporation (the "Company"), and Lancer Offshore, Inc. (the "Holder"). WHEREAS, pursuant to a Subscription ... (February 28th, 2003)
Princeton Video Image Inca) PVI fails to meet the Financial Test (as defined in the Option Agreement) including without limitation providing written notice to Cablevision setting forth with reasonable specificity of how the Financial Test has been met; (b) PVI (i) ceases to use ... (July 9th, 2002)
Webtronics IncExhibit 2 STOCK SALE AGREEMENT THIS AGREEMENT made and entered into this the 15th day of March, 2002, by and between ________ (hereinafter "seller") and Callisto Pharmaceuticals, Inc. (hereinafter "buyer"). NOW THEREFORE, for and in consideration of the ... (March 19th, 2002)

THIS AGREEMENT made and entered into this the 15th day of March, 2002, by and between ________ (hereinafter "seller") and Callisto Pharmaceuticals, Inc. (hereinafter "buyer").

Webtronics IncExhibit 2 STOCK SALE AGREEMENT THIS AGREEMENT made and entered into this the 15th day of March, 2002, by and between ________ (hereinafter "seller") and Callisto Pharmaceuticals, Inc. (hereinafter "buyer"). NOW THEREFORE, for and in consideration of the ... (March 19th, 2002)

THIS AGREEMENT made and entered into this the 15th day of March, 2002, by and between ________ (hereinafter "seller") and Callisto Pharmaceuticals, Inc. (hereinafter "buyer").

Memc Electronic Materials IncExhibit 17 GUARANTY dated as of December 21, 2001 (this "Agreement" or the "TPG Guaranty") between TPG PARTNERS III, L.P., a Delaware limited partnership (the "Guarantor"), TPG GENPAR III, L.P., a Delaware limited partnership (the "General Partner") and ... (January 31st, 2002)
Memc Electronic Materials IncExhibit 19 GUARANTY dated as of December 21, 2001 (this "Agreement" or the "TCW Guaranty") between TCW/CRESCENT MEZZANINE PARTNERS III, L.P., a Delaware limited partnership ("TCW Partners"), TCW/CRESCENT MEZZANINE TRUST III, a Delaware statutory business ... (January 31st, 2002)
Liebman LeonExhibit 7.1 ----------- ESCROW AGREEMENT (September 23rd, 1999)