Schulte Roth & Zabel Sample Contracts

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Converted Organics Inc – Contract (March 14th, 2012)

SECURITIES PURCHASE AGREEMENT dated as of March 12, 2012 (this Agreement) between Hudson Bay Master Fund Ltd., a Cayman Island exempted company (the Seller), and Converted Organics Inc., a Delaware corporation (the Purchaser).

Cache, Inc. – Employment Agreement (March 1st, 2012)

This Employment Agreement ("Agreement") is made and entered into as of the 24th day of February, 2012 between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 ("Cache" or the "Company"), and Thomas E. Reinckens ("Reinckens" or "Executive").

Common Stock Purchase Agreement (August 4th, 2009)

THIS COMMON STOCK PURCHASE AGREEMENT (the Agreement) is made as of July 31, 2009, by and between Kansas City Southern, a Delaware corporation (the Company), and the undersigned (the "Investor).

Metalico Inc – Exchange Agreement (April 24th, 2009)

EXCHANGE AGREEMENT (the Agreement), dated as of April 23, 2009, by and among Metalico, Inc., a Delaware corporation with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the "Company), and (the Investor).

Contract (December 18th, 2006)
Scottish RE Group Limited – Contract (November 29th, 2006)

Execution Version - ------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT BY AND AMONG SCOTTISH RE GROUP LIMITED, MASSMUTUAL CAPITAL PARTNERS LLC, AND SRGL ACQUISITION, LLC DATED AS OF NOVEMBER 26, 2006 - ------------------------------------------------------------------------------- TABLE OF CONTENTS ARTICLE I DEFINITIONS...................................................................2 SECTION 1.1. Definitions...........................................2 ARTICLE II ISSUANCE AND PURCHASE OF CONVERTIBLE SHARES...................................9 SECTION 2.1. Special Meeting................

Maverick Oil And Gas – Contract (November 20th, 2006)

FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 16, 2006, by and among Maverick Oil and Gas, Inc., a Nevada corporation, with headquarters located at 16415 Addison Road, Suite 850, Addison, Texas 75001-5332 (the "COMPANY"), and the undersigned buyers (each, a "BUYER", and collectively, the "BUYERS"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer (i) convertible secured debentures of the Company (the "DEBENTURES") issued pursuant to the Securities Purchase Agreement, which, among other things, will be convertible into shares (as converted, the "CONVERSION SHARES") of the Company's common st

Composite Technology – Contract (September 6th, 2006)

CONVERSION AGREEMENT CONVERSION AGREEMENT (the "Agreement"), dated as of September 5, 2006, by and among Composite Technology Corporation, a Nevada corporation, with headquarters located at 2026 McGaw Avenue, Irvine, California 92614 (the "Company"), and [Investor] (the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below). WHEREAS: A. On or about March 3, 2006, the Company sold to the Buyer and to certain other buyers party to the Purchase Agreement (the "Other Buyers" and together with the Buyer, the "Buyers") certain senior secured convertible notes of the Company, which notes (the "Notes") are convertible into the Company's common stock, par value $0.001 per share (the "Common Stock"), at $1.55 per share in accordance with the terms of the Notes, and certain warrants to purchase Common

Russ Berrie – Contract (August 14th, 2006)
Contract (July 31st, 2006)
Contract (July 19th, 2006)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is hereby entered into effective as of July 17, 2006, between DynCorp International LLC, a Delaware limited liability company (the "Company"), and Herbert J. Lanese ("Executive"). In consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT. 1.1. POSITION. During the Term (as hereinafter defined) of this Agreement, and subject to the terms and conditions set forth herein, the Company agrees to employ Executive as its President and Chief Executive Officer reporting to the Chairman of the Board of Directors (the "Board") of DynCorp International Inc., the Company's parent company. 1.2. ELECTION TO OFFICE. During the Term of this Agreement, the Company shall use its reasonable best efforts to cause the Executive to continue to be nominated as a member of t

Contract (July 7th, 2006)

EXHIBIT 10.2 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of June 30, 2006, is among COURT SQUARE CAPITAL LIMITED, a Delaware corporation, solely in its capacity as the lender under that certain Third Secured Term Loan Agreement described below ("CSCL"), CITICORP MEZZANINE III, L.P., a Delaware limited partnership ("CMP"), BNY MIDWEST TRUST COMPANY, in its capacity as collateral agent and trustee for the holders of the Second Secured Notes described below (the "Second Lien Agent") and WELLS FARGO FOOTHILL, INC., in its capacity as arranger and administrative agent for the lenders party to the Credit Agreement described below, and its successors and assigns (the "First Lien Agent"). RECITALS A. Contemporaneously herewith, MSX International, Inc. (the "Company"), each of the Domestic Borrowing Subsidiaries of the Company party thereto from time to time (the "D

Contract (June 7th, 2006)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG BLUEFLY, INC. QUANTUM INDUSTRIAL PARTNERS LDC SFM DOMESTIC INVESTMENTS, LLC AND THE INVESTORS LISTED ON THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF JUNE 5, 2006 TABLE OF CONTENTS

Contract (May 18th, 2006)

Exhibit 10.1 EXECUTION COPY - -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT BY AND BETWEEN PITNEY BOWES INC. AND JCC MANAGEMENT LLC DATED AS OF May 16, 2006 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I Definitions .........................................................2 ARTICLE II Sale, Purchase and Repurchase .....................................16 S

restaurant – Contract (May 8th, 2006)

================================================================================ $140,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 21, 2005, Amended and Restated as of May 3, 2006, by and among THE RESTAURANT COMPANY, as Borrower, THE RESTAURANT HOLDING CORPORATION, as Holdings the Lenders referred to herein, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Book Manager BNP PARIBAS, as

Ames True Temper – Amended and Restated Credit Agreement (April 14th, 2006)
C&D Technologies, Inc. – Contract (April 5th, 2006)

Exhibit 10.2 EXECUTION COPY AMENDMENT NO. 1 to LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1, dated as of March 30, 2006 (this "Amendment"), to the Loan and Security Agreement, dated as of December 7, 2005 (as amended, restated or otherwise modified from time to time, the "Loan Agreement"), by and among C&D Technologies, Inc., a Delaware corporation ("Parent"), C&D Technologies Datel, Inc., a Delaware corporation ("Datel"), C&D Technologies (CPS) LLC, a Delaware limited liability company ("CPS, and together with Parent and Datel, each individually a "Borrower" and collectively, "Borrowers" as hereinafter further defined), C&D Charter Holdings, Inc., a Delaware corporation ("Charter"), C&D Dynamo Corp., a Delaware corporation ("Dynamo"), Dynamo Acquisition Corp., a Delaware corporation ("Acquisition"), C&D International Investment Holdings Inc., a Delaware corporation

Composite Technology – Contract (March 6th, 2006)

SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 2, 2006, by and among Composite Technology Corporation, a Nevada corporation, with headquarters located at 2026 McGaw Avenue, Irvine, California 92614 (the "COMPANY"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "BUYERS"). WHEREAS: A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 ACT"), and/or Rule 506 of Regulation D ("REGULATION D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act. B. The Company has authorized a new series of senior secured convertible notes of the Company, which notes shall be convertible into the Company's common stock, par value $0.001 pe

Contract (February 22nd, 2006)

Page ---- ARTICLE I DEFINITIONS; CERTAIN TERMS..................................... 1 Section 1.01 Definitions.......................................... 1 Section 1.02 Terms Generally...................................... 22 Section 1.03 Accounting and Other Terms........................... 22 Section 1.04 Time References...................................... 23 ARTICLE II THE LOANS..................................................... 23 Section 2.01 Commitments.......................................... 23 Section 2.02 Making the Loan...................................... 24 Section 2.03 Repayment of Loans; Evidence of Debt................. 25 Section 2.04 Interest............................................. 25 Section 2.05 Reduction a

Evolution Petroleum Corporation, Inc. – Contract (January 20th, 2006)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January __, 2006, by and among NATURAL GAS SYSTEMS, INC., a Nevada corporation (the "Company"), and Rubicon Master Fund, a company organized under the laws of the Cayman Islands (the "Buyer"). WHEREAS: A. Pursuant to a Securities Purchase Agreement, by and among the parties hereto (the "Original Securities Purchase Agreement"), on May 6, 2005 the Company issued and sold to the Buyer 1.2 million shares of common stock, $0.001 par value (the "Common Stock"), of the Company (collectively, the "Original Securities"). B. Concurrently with the Buyer's purchase of the Original Securities, the Buyer and the Company entered into a Registration Rights Agreement, dated as of May 6, 2005 (the "Original Registration Rights Agreement"), whereby the Company agreed to provide certain registration rights under the Sec

Willbros Group, Inc. – Contract (December 23rd, 2005)
Javelin Pharmaceuticals, Inc. – Contract (November 10th, 2005)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of November 3, 2005, among Javelin Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"). 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 as more fully described in this Agreement. 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

Whitehall Jewellers – Contract (October 6th, 2005)
Inksure Technologies – Contract (October 3rd, 2005)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of September 30, 2005, by and among InkSure Technologies Inc., a Delaware corporation, with headquarters located at 1770 N.W. 64th Street, Fort Lauderdale, Florida 33309, (the "COMPANY"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 ACT"), and Rule 506 of Regulation D ("REGULATION D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act. B. The Company has authorized a new series of convertible notes of the Company, which notes shall be convertible into the Company's common stock, par value $0.

Composite Technology – Contract (September 26th, 2005)

SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 23, 2005, by and among Composite Technology Corporation, a Nevada corporation, with headquarters located at 2026 McGaw Avenue, Irvine, California 92614 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers"). WHEREAS: A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemptions from securities registration afforded by Section 364(f) of Title 11 of the United States Code, 11 U.S.C. ss.ss.101-1330 (as amended, the "Bankruptcy Code"), Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act. B. The Company has authorized a new series of senior con

Contract (September 22nd, 2005)

Exhibit 10 AMENDED AND RESTATED -------------------- EMPLOYMENT AGREEMENT -------------------- This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") by and between Morgan Stanley (the "Company"), and John J. Mack (the "Executive") dated as of September 20, 2005 amends and restates the original employment agreement entered into by and between the Company and the Executive on June 30, 2005. WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to employ the Executive as the Company's Chief Executive Officer and to have the Executive become Chairman and a member of the Board; WHEREAS, the Company desires to enter into an agreement embodying the terms of such employment and service; and WHEREAS, the Executive desires to enter into this Agreemen

Fansteel Inc/De – Loan and Security Agreement (July 19th, 2005)
Turning Point Brands, Inc. – Contract (June 22nd, 2005)

EXHIBIT 10.1 FINANCING AGREEMENT Dated as of June 16, 2005 by and among NORTH ATLANTIC TRADING COMPANY, INC., NATIONAL TOBACCO COMPANY, L.P., NORTH ATLANTIC OPERATING COMPANY, INC., NATIONAL TOBACCO FINANCE CORPORATION, NORTH ATLANTIC CIGARETTE COMPANY, INC., RBJ SALES, INC., FRED STOKER & SONS, INC. AND STOKER, INC., as Borrowers, NORTH ATLANTIC HOLDING COMPANY, INC. , as Guarantor, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and FORTRESS CREDIT CORP., as Agent TABLE OF CONTENTS

North Atlantic Trading Co Inc – Contract (June 22nd, 2005)

EXHIBIT 10.1 FINANCING AGREEMENT Dated as of June 16, 2005 by and among NORTH ATLANTIC TRADING COMPANY, INC., NATIONAL TOBACCO COMPANY, L.P., NORTH ATLANTIC OPERATING COMPANY, INC., NATIONAL TOBACCO FINANCE CORPORATION, NORTH ATLANTIC CIGARETTE COMPANY, INC., RBJ SALES, INC., FRED STOKER & SONS, INC. AND STOKER, INC., as Borrowers, NORTH ATLANTIC HOLDING COMPANY, INC. , as Guarantor, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and FORTRESS CREDIT CORP., as Agent TABLE OF CONTENTS

Chaas Acquisitions Llc – Contract (May 20th, 2005)

Exhibit 10.2 Execution Copy OPTION REPURCHASE AGREEMENT This Option Repurchase Agreement (this "Agreement") is made and entered into as of May 17, 2005 by and between Brink International B.V. (the "Company"), a private company with limited liability ("besloten vennootschap met beperkte aansprakelijkheid") organized and existing under the laws of The Netherlands, having its corporate seat at Staphorst (address: 7951 CX Staphorst, Industrieweg 5, The Netherlands), and Gerrit DeGraaf (the "Optionholder"). WHEREAS, the Optionholder is an employee of the Company and/or one of its Subsidiaries; WHEREAS, pursuant to that certain Brink Management Option Subscription Agreement (the "BRINK SUBSCRIPTION AGREEMENT") dated as of the date hereof between the Company and the Optionholder, among other things, the Company agreed to grant and the Optionholder agreed

Advanced Accessory Holdings Corp – Contract (May 20th, 2005)

Exhibit 10.2 Execution Copy OPTION REPURCHASE AGREEMENT This Option Repurchase Agreement (this "Agreement") is made and entered into as of May 17, 2005 by and between Brink International B.V. (the "Company"), a private company with limited liability ("besloten vennootschap met beperkte aansprakelijkheid") organized and existing under the laws of The Netherlands, having its corporate seat at Staphorst (address: 7951 CX Staphorst, Industrieweg 5, The Netherlands), and Gerrit DeGraaf (the "Optionholder"). WHEREAS, the Optionholder is an employee of the Company and/or one of its Subsidiaries; WHEREAS, pursuant to that certain Brink Management Option Subscription Agreement (the "BRINK SUBSCRIPTION AGREEMENT") dated as of the date hereof between the Company and the Optionholder, among other things, the Company agreed to grant and the Optionholder agreed to acquire optio

Evolution Petroleum Corporation, Inc. – Contract (May 11th, 2005)

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 6, 2005, by and among NATURAL GAS SYSTEMS, INC., a Nevada corporation (the "Company"), and Rubicon Master Fund, a company organized under the laws of the Cayman Islands (the "Buyer"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to the Buyer 1.2 million shares of common stock, $0.001 par value (the "Common Stock"), of the Company (collectively, the "Securities"). B. To induce the Buyer to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar succ

Anchor Glass Container Corp – Contract (April 25th, 2005)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is effective as of May 2, 2005 (the "Effective Date"), by and between Anchor Glass Container Corporation (the "Company"), and Mark Burgess (the "Executive"). WHEREAS, the parties wish to establish the terms and conditions of the Executive's employment with the Company. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions stated in this Agreement, the Company and the Executive hereby agree as follows: ARTICLE I EMPLOYMENT TERM 1.1 EMPLOYMENT. The Company hereby employs the Executive and the Executive hereby accepts employment with the Company as Executive Vice President of Finance and Chief Financial Officer. During the Employment Term (as hereinafter defined), the Executive will have the title, status and duties of Executive Vice President of Finance and Chief

Verilink – Contract (April 19th, 2005)

BUYER'S REPRESENTATIVE'S BUYER'S ADDRESS ADDRESS BUYER AND FACSIMILE NUMBER AND FACSIMILE NUMBER - --------------------------- ----------------------------------- ----------------------------- PORTSIDE GROWTH & c/o Ramius Capital Group, L.L.C. Schulte Roth & Zabel LLP OPPORTUNITY FUND 666 Third Avenue, 26th Floor 919 Third Avenue New York, New York 10017 New York, New York 10022 Attention: Jeffrey Smith Attn: Eleazer N. Klein, Esq. Michael Neidell Facsimile: (212) 593-5955 Facsimile: (212) 845-7999 Telephone: (212) 756-2000 Telephone: (212) 845-7955 E-mail: [email protected]

Winfield Capital Corp – Contract (April 8th, 2005)

EXHIBIT 10.1 FORBEARANCE AGREEMENT --------------------- Whereas, Winfield Capital Corp. is a Small Business Investment Company ("SBIC") licensed and regulated by the U.S. Small Business Administration ("SBA") in accordance with the Small Business Investment Act of 1958, as amended, (the "Act") and the regulations promulgated thereunder; Whereas, as of March 23, 2005, Winfield Capital Corp. ("Winfield") is indebted to SBA, in the approximate amount of $4,997,111.73, plus interest which continues to accrue after March 23, 2005; Whereas, Winfield has violated SBA's regulations with respect to capital impairment and acknowledges that SBA is entitled to a judgment and to be appointed Receiver pursuant to the Act; Whereas, SBA agrees to temporarily forebear on seeking the above mentioned remedies, based on the conditions set forth in this agreement; NOW, THEREFORE, in consideratio