Kramer Levin Naftalis & Frankel Sample Contracts

Exhibit 10.1 (May 24th, 2010)

This letter agreement (this Agreement) reflects our mutual understanding with respect to your separation from employment from CKx, Inc. (the Company), your future services as a consultant to the Company, and the payment and benefits that you will be eligible to receive under this Agreement. Any defined term not defined in this Agreement shall have the same meaning given to such term in your Amended and Restated Employment Agreement with the Company, dated as of January 1, 2009 (your Employment Agreement).

Ayelet Dugary (March 12th, 2009)
Amendment and Supplement No. 4 to Senior Secured Credit Agreement (January 26th, 2009)

THIS AMENDMENT AND SUPPLEMENT NO. 4 TO SENIOR SECURED CREDIT AGREEMENT (this "Amendment") is made as of January 26, 2009, by and among (1) GENCO SHIPPING & TRADING LIMITED, a corporation organized and existing under the laws of the Republic of Marshall Islands (the "Borrower"), (2) the banks and financial institutions acceptable to the Borrower and Mandated Lead Arrangers (as defined below) as are signatories hereto, as lenders (the "Lenders"), (3) DNB NOR BANK ASA, acting through its New York branch ("DnB NOR") as Administrative Agent (in such capacity, the "Administrative Agent"), mandated lead arranger, bookrunner (in such capacity, the "Bookrunner"), security trustee and collateral agent under the Security Documents (in such capacity, the "Collateral Agent"), and (4) BANK OF SCOTLAND PLC, as mandated lead arranger (together with DnB NOR, in such capacity, the "Mandated Lead Arrangers") and amends and is supplemental to the Senior Secured Credit Agreement dated as of July 20, 2007,

ZHAOHENG HYDROPOWER Ltd – Equity Transfer Agreement (December 2nd, 2008)

In accordance with relevant Chinese laws, Party A and Party B agree on the following terms regarding the equity transfer of Hubei Minyuan Huohe Hydropower Development Co., Ltd after friendly consultations:

InterAmerican Acquisition Group Inc – Amendment No. 1 to Amended and Restated Stock Purchase Agreement (December 2nd, 2008)

Target for the year covered by the audit report, as set forth in Section 1.3; the distribution of the EPS Adjustment Shares shall be to Stockholders of record as of December 31 of the year of the qualifying audit report, and the issuance shall be in proportion to such Stockholders' holdings of Sing Kung Stock on such record date. The value of shares distributable under Section 1.4(ii) shall also be available for indemnification pursuant to ARTICLE X to the extent not previously paid. In any subsequent release, if CC has not made an election to exchange its Sing Kung shares, then the shares distributed to CC shall be the applicable number of original CC shares deposited to the escrow and Stockholders shall receive the applicable number of CNC shares."

ENTRUSTED MANAGEMENT AGREEMENT BETWEEN Hou Renyi Liu Zhenyu Hou Longchao Hou Cijiu Yang Yang Ling Yong Li Xuefeng Ke Hongwei Li Wei He Yue AND Wincroft, Inc. As of October 20, 2008 (October 20th, 2008)

This Entrusted Management Agreement (the "Agreement") is entered into as of the 20th day of October, 2008 in Chengdu, Sichuan province, P. R. China, by:

InterAmerican Acquisition Group Inc – September 4, 2008 InterAmerican Acquisition Group, Inc. 2918 Fifth Avenue South, Suite 209 (September 5th, 2008)

This letter will confirm our understanding that InterAmerican Acquisition Group, Inc. (the "Company" or "IAG") engages Chardan Capital Markets, LLC ("Chardan") and Chardan accepts the engagement for Chardan to act as the Company's exclusive financial advisor in connection with a Merger Transaction (as defined below) on the terms and conditions set forth below (sometimes referred to as the "Transaction"). References herein to the "Company" or to the Target shall be deemed to include any entity that the Company or the Target, whichever the case may be, may form or utilize to effect any of the transactions contemplated hereby. The surviving public company following the Merger Transaction is sometimes referred to as the "Combined Company". IAG shall take such steps as are necessary to ensure that this agreement is assumed by the Combined Company if a Merger Transaction is consummated.

ZHAOHENG HYDROPOWER Ltd – Guarantee Agreement China Construction Bank Hunan Branch (September 2nd, 2008)

Party A agrees to provide joint liability guarantee for the indebtedness under the Capital Loan Agreement in Renminbi, Contract No. 43068864320060004, (hereinafter "Underlying Contract") between Hunan Sanjiang Electric Power Co., Ltd. (hereinafter "Debtor") and Party B, in order to ensure performance under the Underlying Contract and to safeguard realization of Party B's rights as a creditor. Party A and Party B upon consultation have reached the following agreement in accordance with relevant laws and regulations, for mutual observance and compliance.

Kidville, Inc. 2008 Incentive Compensation Plan (August 29th, 2008)
New World Brands Inc – STOCK SALE AND PURCHASE AGREEMENT by and Between NEW WORLD BRANDS, INC. As Purchaser BETTER ONLINE SYSTEMS, LTD. As Seller August 17, 2008 (August 22nd, 2008)
George Foreman Enterprises – Exclusive Trademark License Agreement (April 26th, 2007)

This Exclusive Trademark License Agreement (the "Agreement") is made and entered into on this 20th day of April, 2007 (the "Effective Date") by and between In Stride L.L.C., a Delaware limited liability company that trades in the State of New Jersey as InStride Shoes L.L.C. and which has a principal place of business at 29 Polhemus Drive, Hillsborough, NJ 08844 (hereinafter referred to as "Licensor") and InStride Ventures, LLC, a Delaware limited liability company with a principal place of business at c/o George Foreman Ventures LLC, 100 North Wilkes-Barre Boulevard, 4th Floor, Wilkes-Barre, Pennsylvania 18702 (hereinafter referred to as "Licensee"). Each of Licensor and Licensee may be referred to herein as a "party" and collectively as the "parties".

Ic Isaacs – Employment Agreement (April 25th, 2007)

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed on its behalf by an individual thereunto duly authorized and Executive has duly executed this Agreement, all as of the date and year first written above.

Mobius Management Systems – Voting Agreement and Irrevocable Proxy (April 12th, 2007)

This Voting Agreement and Irrevocable Proxy (this "Agreement"), dated as of April 11, 2007, is entered into by and among Allen Systems Group, Inc., a Delaware corporation (the "Parent"), ASG M&A, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the "Purchaser"), Mobius Management Systems, Inc., a Delaware corporation (the "Company"), and each of the individuals set forth in Schedule I to this Agreement (referred to herein individually as a "Stockholder", and collectively as the "Stockholders").

Startech Environmental – Securities Purchase Agreement (April 12th, 2007)

This Securities Purchase Agreement (this "Agreement") is dated as of April 11, 2007, among Startech Environmental Corporation, a Colorado corporation (the "Company"), and each purchaser identified on Schedule I attached hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

New World Brands Inc – Term Loan and Security Agreement (April 5th, 2007)

THIS TERM LOAN AND SECURITY AGREEMENT is entered into as of March 30, 2007, between NEW WORLD BRANDS, INC. a Delaware corporation ("Borrower"), and P & S SPIRIT, LLC, a Nevada limited liability company ("Lender").

Employment Agreement (January 31st, 2007)

THIS AGREEMENT (the "Agreement"), made in New York, New York this 31st day of January 2007 and effective as of March 1, 2007, between SIGA Technologies, Inc., a Delaware corporation (the "Company"), and Dr. Eric A. Rose, M.D. ("Executive").

Amended and Restated Employment Agreement (January 22nd, 2007)

THIS AGREEMENT (the "Agreement"), made in New York, New York as of January 22, 2007, between SIGA Technologies, Inc., a Delaware corporation (the "Company"), and Dr. Dennis E. Hruby ("Executive").

New World Brands Inc – December 31, 2006 Beit Rabin, Teradyon, Misgav Attn: Mr. Shmuel Koren, CEO Re: Qualmax Inc. ("Qualmax") - B.O.S. Better Online Solutions Ltd. ("BOS") Dear Sirs, (January 10th, 2007)

This letter agreement confirms the points of agreement recently reached by BOS, Qualmax, IPGear Ltd. ("IPGear"), New World Brands Inc. ("New World") and P&S Spirit, LLC (the "New Investor"). Reference is made to the Asset Purchase Agreement entered into by and between BOS and Qualmax, dated October 26, 2005, as amended on November 2, 2005 and on December 31, 2005 (the "APA"), the Loan Agreement entered into by and between BOS and IPGear on December 31, 2005 (the "Loan Agreement") and the Outsourcing Agreement entered into by and between BOS and IPGear on December 31, 2005 (the "Outsourcing Agreement").

Franklin Credit Management Corp – Paul Colasono Chief Financial Officer Franklin Credit Management Corporation (December 19th, 2006)
High Country Ventures – Contract (December 14th, 2006)

NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF DECEMBER 4, 2006 BY AND AMONG CHARYS HOLDING COMPANY, INC. AND THE PURCHASERS LISTED ON EXHIBIT A

Quantrx Biomedical – Contract (December 12th, 2006)

COMMON STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF DECEMBER 6, 2006 BY AND AMONG QUANTRX BIOMEDICAL CORPORATION AND THE PURCHASERS LISTED ON EXHIBIT A TABLE OF CONTENTS Page ---- ARTICLE I PURCHASE AND SALE OF COMMON STOCK AND WARRANTS................1 Section 1.1 Purchase and Sale of Common Stock and Warrants................1 Section 1.2 Purchase Price and Closing....................................1 ARTICLE II REPRESENTATIONS AND WARRANTIES................................2 Section 2.1 Representations and Warranties of the Company.................2 Section 2.2 Representation

Contract (December 7th, 2006)

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 30, 2006, by and among Remote Dynamics, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers"). This Agreement is being entered into pursuant to the Note and Warrant Purchase Agreement dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement"). The Company and the Purchasers hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Advice" shall have meaning set forth in Section 3(m). "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or

Wilder Richman Historic Properties II Lp – Reinstatement of and Fifth Amendment to Agreement of Purchase and Sale (November 8th, 2006)

THIS REINSTATEMENT OF AND FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is made effective as of October 27, 2006 by and between DIXON-MILL ASSOCIATES I (PHASE ONE) LIMITED PARTNERSHIP, DIXON-MILL ASSOCIATES II (PHASE TWO) LIMITED PARTNERSHIP, and DIXON-MILL ASSOCIATES III (PHASE THREE) LIMITED PARTNERSHIP, each a New Jersey limited partnership (collectively, "Seller"), and RMPC DIXON LLC, a Delaware limited liability company ("RMPC") and RGD HOLDING COMPANY, LLC, a Delaware limited liability company ("RGD", and together with RMPC, "Purchaser").

First Omnibus Amendment (October 26th, 2006)

THIS FIRST OMNIBUS AMENDMENT (this "Amendment"), dated as of October 20, 2006 is entered into by and among CALYON NEW YORK BRANCH ("Calyon"), THE BANK OF NOVA SCOTIA ("Scotia"), ATLANTIC ASSET SECURITIZATION CORP. ("Atlantic"), LIBERTY STREET FUNDING CORP. ("Liberty Street"), UNITED RENTALS RECEIVABLES LLC II (the "SPV"), UNITED RENTALS, INC. (the "Collection Agent"), and UNITED RENTALS (NORTH AMERICA), INC., UNITED RENTALS NORTHWEST, INC., UNITED RENTALS SOUTHEAST, L.P., AND UNITED EQUIPMENT RENTALS GULF, L.P. (collectively, the "Originators"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreements (as defined below).

Finder's Agreement (October 20th, 2006)

This Finder's Agreement (this "Agreement") is made as of October 18, 2006 between SIGA Technologies, Inc., a Delaware corporation (the "Company"), and Empire Financial Group, Inc., a Florida corporation (the "Finder"). The Finder and the Company agree:

George Foreman Enterprises – Trademark License and Services Agreement (September 13th, 2006)

This Trademark License and Services Agreement (this "Agreement") is made as of September 7, 2006, between Vita Ventures, LLC, a Delaware Limited Liability Company ("Licensee"), 8 Henderson Drive, West Caldwell, New Jersey 07006, Attention: Keith Frankel, and G-Nutritional, LLC, a Delaware limited liability company ("GN" and together with Licensee, the "Parties"), c/o George Foreman Enterprises, Inc., 100 North Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, PA 18702, Attention: Efrem Gerszberg. Terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement (defined below).

Sino Gas International Holdings, Inc. – Contract (September 13th, 2006)

ESCROW 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. ("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). W I T N E S S E T H: WHEREAS, the Purchasers will be purchasing from Dolce Ventures Inc., a Utah corporation ("Dolce"), shares of Dolce's Series B Convertible Preferred Stock and certain warrants (collectively, the "Securities"), pursuant to a Series B Convertible Preferred Stock Purchase Agreement to b

Avensys – Contract (August 17th, 2006)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. SERIES Y WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MANARIS CORPORATION No.: W-Y-06- __ Number of Shares: ___________ Date of Issuance: August 11, 2006 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, Manaris Co

Franklin Credit Management Corp – [Sky Bank Logo] (August 8th, 2006)
Nephros, Inc. – Employment Agreement (August 4th, 2006)

THIS AGREEMENT (the "Agreement"), made in New York, New York as of July 1, 2006, between Nephros, Inc., a Delaware corporation (the "Company"), and William J. Fox ("Executive").

Nephros, Inc. – Nephros, Inc. Subscription Agreement (July 7th, 2006)
General Maritime Corporation – First Amendment to the Credit Agreement (June 30th, 2006)

WHEREAS, the Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of October 26, 2005 (the "Credit Agreement"); and

Nephros, Inc. – Registration Rights Agreement (June 2nd, 2006)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of June __, 2006, among NEPHROS, INC., a Delaware corporation (the "Company"), and holders of securities of the Company listed as Investors on Schedule 1 (collectively, the "Holders").

Startech Environmental – Contract (May 26th, 2006)

This STOCK PURCHASE & REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made and entered into as of May 23, 2006, by and between STARTECH ENVIRONMENTAL CORPORATION, a Colorado corporation (the "Company"), and FB U.S. Investments, L.L.C., an Alabama limited liability company (the "Purchaser").

ImageWorks – Contract (May 3rd, 2006)

Exhibit 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 "Company"), to the extent and as set forth in Article 1 below, and subject to the other terms and conditions hereinafter provided, the undersigned hereby irrevocably subscribes (the "Subscription") to purchase the number of shares (each, a "Share") of the common stock, par value $.01 per share (the "Common Stock") of the Company set forth in the Execution Section of this Agreement, at a per Share purchase price (the "Subscription Price") equal to $1.80 per Share, pursuant to and in accordance with the terms set forth in the Private Placement Memorandum of the Company, dated April 18, 2006 (as such may be amended or supplemented, the "Memorandum") and hereby te