Settlement Agreement Sample Contracts

Foresight Energy LP – Settlement Agreement (November 7th, 2018)

Whereas WPP LLC ("WPP"), as Plaintiff, brought the lawsuit styled No. 15-L-18; WPP LLC v. Hillsboro Energy LL, et al; In the Circuit Court of the Fourth Judicial Circuit; Montgomery County, Illinois (the "Lawsuit") against Hillsboro Energy LLC; Foresight Energy Partners, LP; Foresight Energy, GP; and Foresight Energy Services, LLC (Collectively referred to herein as "Foresight") as Defendants ("Hillsboro Litigation").

Altisource Portfolio Soltns – Settlement Agreement and Full Release (October 25th, 2018)

This Settlement Agreement and Full Release (the "Agreement"), dated as of October 16, 2018 is by and between Joseph A. Davila ("Executive") and Altisource S.a r.l., with registered offices at 40, avenue Monterey, L-2163 Luxembourg and registered at the Luxembourg Trade and Companies Register under number B.147.268 (the "Company" and, together with any successor entities, parent companies, subsidiaries and affiliates, including Altisource Portfolio Solutions S.A., "Altisource") (the "Parties").

Nastech Pharmaceutical Company, Inc. – Omnibus Settlement Agreement (October 3rd, 2018)

The undersigned, Marina Biotech, Inc., a Delaware corporation (the "Company"), on the one hand, and Vuong Trieu, PhD, an individual resident in California ("VT"), Autotelic Inc., a Delaware corporation ("Autotelic"), Autotelic LLC, a Delaware limited liability company ("Autotelic LLC"), Autotelic BIO ("Autotelic Bio"), Oncotelic, Inc., a Delaware corporation ("Oncotelic"), and LipoMedics, Inc., a Delaware corporation ("Lipomedics"; each of VT, Autotelic, Autotelic LLC, Oncotelic and LipoMedics a "Counterparty" and collectively the "Counterparties"; each of Autotelic, Autotelic LLC, Oncotelic and LipoMedics a "Corporate Counterparty" and collectively the "Corporate Counterparties"; and the Counterparties together with the Company, the "Parties") on the other hand, have entered into this Omnibus Settlement Agreement (this "Agreement") as of September 28, 2018.

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

I-Minerals Inc – Settlement Agreement and General Release (September 14th, 2018)

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into this 3rd day of August, 2018 between I-Minerals, Inc. ("I-Minerals"), and all of its parent, subsidiary, and affiliated corporations, companies, and business entities, on the one hand, and Thomas M. Conway ("Conway") on the other hand. Conway and I-Minerals are sometimes referred collectively to herein as the "Parties" and individually as a "Party."

Tilly's Inc. – Settlement Agreement (August 30th, 2018)

Class"), and Tilly's, Inc. ("Defendant" or "Tilly's"). The Parties to this Agreement are collectively referred to as the "Parties." This Agreement is entered into on March 14 , 2018.

Settlement Agreement (August 27th, 2018)

This Settlement Agreement (this "Agreement") is made as of August 26, 2018, by and among: (1) the Debtors;1 (2) the FE Non-Debtor Parties; (3) the Ad Hoc Noteholders Group; (4) the Bruce Mansfield Certificateholders Group; and (5) the Committee.

OBITX, Inc. – Settlement Agreement (August 24th, 2018)
Contura Energy, Inc. – Permitting and Reclamation Plan Settlement Agreement for the State of Illinois (August 21st, 2018)

THIS AGREEMENT (as it may be amended or modified from time to time, this "Settlement Agreement") is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the "Reorganized Debtors"), Contura Energy, Inc. (the "Purchaser") and the Illinois Department of Natural Resources (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties").

Contura Energy, Inc. – First Amendment to Permitting and Reclamation Plan Settlement Agreement for the State of Illinois (August 21st, 2018)

THIS AMENDMENT (this "First Amendment") is made and entered into this 23rd of October, 2017 (the "Effective Date"), by and among Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its affiliates, Contura Energy, Inc. ("Contura") and Illinois Department of Natural Resources (the "Department" and collectively with ANR and Contura, the "Parties");

Contura Energy, Inc. – Settlement Agreement (August 21st, 2018)

THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of November 3, 2016 (but effective only as of the Settlement Effective Time, as defined below), is by and among (i) Contura Energy, Inc., a Delaware corporation ("Contura"), for itself and on behalf of its Subsidiaries; (ii) ANR, Inc., a Delaware corporation ("ANR" and, together with the Sellers, Alpha Natural Resources Holdings, Inc. and any Subsidiary of ANR that is not a Seller (as such terms are defined in the APA (as defined below)), the "Reorganized Debtors"), for itself and on behalf of all the Reorganized Debtors, including Old ANR, LLC f/k/a Alpha Natural Resources, Inc. ("Old ANR"); and (iii) Old ANR on behalf of itself and on behalf of all of the Sellers in its capacity as Sellers' Representative (as such term is defined in the APA).

Contura Energy, Inc. – Settlement Agreement (August 21st, 2018)

THIS AGREEMENT (as it may be amended or modified from time to time, this "Settlement Agreement") is made and entered into as of July 12, 2016, by and among: (a) Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the "Reorganized Debtors"); (b) Contura Energy, Inc. (the "Purchaser"); (c) Citicorp North America, Inc. (the "First Lien Agent"); (d) the United States Department of the Interior (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties"), on behalf of (i) the Office of Surface Mining, Reclamation and Enforcement ("OSMRE"), including in its capacity as the regulatory authority over surface mining operations in the State of Tennessee ("Tennessee"), (ii) the Office of Natural Resources Revenue ("ONRR") and (iii) the Bureau of Land Management ("BLM").

Infusystems Holdings – Equity Settlement Agreement (August 14th, 2018)

This Equity Settlement Agreement ("Agreement") is made and entered into on June 5, 2018, between InfuSystem Holdings, Inc. ("Company") and Janet Skonieczny ("Option Holder"), collectively, "the Parties."

Infusystems Holdings – Equity Settlement Agreement (August 14th, 2018)

This Equity Settlement Agreement ("Agreement") is made and entered into on June 5, 2018, between InfuSystem Holdings, Inc. ("Company") and Trent Smith ("Option Holder"), collectively, "the Parties."

Torchlight Energy Resources Inc – Purchase & Settlement Agreement (August 9th, 2018)

The Parties, as defined below, enter into this Purchase & Settlement Agreement, effective as of August 6, 2018, ("Effective Date"), upon the terms and conditions stated herein.

Catalyst Pharmaceutical Partners – Settlement Agreement (August 7th, 2018)
Term Sheet for NRG Settlement Agreement1 (August 7th, 2018)

NRG and GenOn to waive any unsatisfied conditions precedent to the NRG Settlement Agreement for all purposes, including the Plan. GenOn and NRG to consummate the NRG Settlement Agreement no later than July 16, 2018. The NRG Settlement Agreement shall be deemed consummated upon NRG paying $124.7 million in cash to GenOn, subject to post-closing adjustments, if any, within 30 days thereafter. Such consummation shall be a condition precedent to the making of any interim distributions.

Settlement Agreement & General Release (August 7th, 2018)

This Settlement Agreement & General Release (this "Agreement") is entered into by and between you, OSCAR ALBERTO SCHMIDT, and METLIFE GROUP, INC. ("MetLife" or the "Company"). The abovenamed are hereinafter individually referred to as a "Party" and collectively as the "Parties." This Agreement shall be effective on the latest date signed below (the "Effective Date"). It is fully agreed and understood as follows:

Hms Holdings Corp – Settlement Agreement (August 6th, 2018)

This Settlement Agreement is entered into as of June 27, 2018, by and between Dennis Demetre ("Demetre"), Lori Lynn Lewis Demetre ("Lewis"), John Alfred Lewis, Christopher Brandon Lewis, and HMS Holdings Corp. ("HMS").

Settlement Agreement (August 6th, 2018)

This Settlement Agreement (the "Agreement") is entered into by, between, and among DiamondRock Hospitality Company ("DRHC"), Sean Mahoney ("Mr. Mahoney") and RLJ Lodging Trust ("RLJ" and, together with DRHC and Mr. Mahoney, the "Parties"). This Agreement shall be effective on the first business day after it becomes fully executed (the "Effective Date").

Infusystems Holdings – Stock Purchase and Settlement Agreement (August 2nd, 2018)

This Stock Purchase and Settlement Agreement (this "Agreement") is dated as of July 31, 2018, and entered into among InfuSystem Holdings, Inc. (the "Company"), Ryan J. Morris, an individual, and Meson Capital, L.P., a Delaware limited partnership (collectively, the "Sellers") (each of the Company and the Sellers, a "Party" to this Agreement, and collectively, the "Parties").

Espey Mfg. & Electronics Corp. – Settlement Agreement (August 2nd, 2018)

This SETTLEMENT AGREEMENT (the "Agreement") is made as of July 31, 2018 by and among ESPEY MFG. & ELECTRONICS CORP., a New York corporation ("Espey"), THE ARTICLE 6 MARITAL TRUST UNDER THE FIRST AMENDED AND RESTATED JERRY ZUCKER REVOCABLE TRUST DATED APRIL 2, 2007 (the "Zucker Trust"), and PAUL J. CORR, MICHAEL WOOL, BARRY PINSLEY, CARL HELMETAG, HOWARD PINSLEY, and ALVIN O. SABO, in their individual capacities (each, a "Director" and collectively, the "Directors"). All of the foregoing are each, a "Party" and collectively, the "Parties."

Fresh Del Monte Produce – Settlement Agreement (July 31st, 2018)

This Settlement Agreement ("Agreement"), dated as of May 4, 2017, is made by and among (i) Fresh Del Monte Produce Inc. ("FDM"), a corporation organized under the laws of the Cayman Islands, as the holding company for, and on behalf of, the Del Monte Fresh Produce group of companies; (ii) Del Monte Pacific Limited ("DMPL"), a company organized under the laws of the British Virgin Islands; and (iii) Del Monte Foods, Inc. ("DMFI"), a corporation organized under the laws of the State of Delaware. Each of FDM, DMPL, and DMFI is referred to individually as a "Party" and, collectively, as the "Parties."

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Miles Armentrout (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Jane Gilkerson (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Miles Armentrout (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Bruce VanHorn (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Jane Gilkerson (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Bruce VanHorn (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Boston Time: 18:00 July 3, 2018 BeijingTime: 06:00 July 4, 2018 SETTLEMENT Agreement B E T W E E N : AMERICAN SUPERCONDUCTOR CORPORATION SUZHOU AMSC SUPERCONDUCTOR CO. LTD. AMSC AUSTRIA GMBH (Formerly AMSC WINDTEC GMBH) and SINOVEL WIND GROUP CO. LTD (July 9th, 2018)

THIS AGREEMENT is made on 18:00 July 3, 2018, Boston time, and 06:00 July 4, 2018, Beijing time (Effective Date) AMONG: (1) AMERICAN SUPERCONDUCTOR CORPORATION,a company incorporated in Delaware, with its registered address at 114 East Main Street, Ayer, MA 01432, United States of America (AMSC US); (2) SUZHOU AMSC SUPERCONDUCTOR CO. LTD.,a company incorporated in China, with its registered address at 22# NEP, 369 Lushan Road, Suzhou, Jiangsu, PRC(AMSC China); (3) AMSC AUSTRIA GMBH, a company incorporated in Austria, with its registered address at FeldkirchnerStrasse 138, 9020 Klagenfurt, Austria (AMSC Austria) Original name: AMSC WINDTEC GMBH (AMSC WINDTEC) (4) SINOVEL WIND GROUP CO. LTD., a company registered in China, with its registered address at Culture Building, 59 Zhongguancun Street, Haidian District, Beijing, 100872, PRC (SINOVEL);

All State Properties Holdings, Inc. – Settlement Agreement (July 2nd, 2018)

This Settlement Agreement ("Settlement Agreement") is entered into as of June 30, 2018 by and between MAURICE PARHAM with an address at Universal Nations, Inc., 16530 Lonesome Quail Dr., Missouri City, TX 77489 ("Parham"), FRICTION AND HEAT, LLC a limited liability company organized in the State of Utah with an address at 7325 Oswego Road, Liverpool, NY 13090 ("Friction"), SEA ALIVE, INC. a corporation organized in the State of Utah with an address at 106 Glenwood Drive, Liverpool, New York 13090 ("Sea Alive") and ALL STATE PROPERTIES HOLDINGS, INC. a public company organized in the state of Nevada and traded on the OTC under the symbol "ATPT" with its principle address located at 106 Glenwood Drive, Liverpool, New York 13090 ("All State")"). Each of Perham, Friction, Sea Alive and All State is referred to herein as a "Party," and collectively as the "Parties".

Mountain High Acquisitions Corp. – Warrant Settlement Agreement (June 28th, 2018)

This Warrant Settlement Agreement (this "Agreement"), dated June 27, 2018 (the "Effective Date"), is entered into by and between St. George Investments LLC, a Utah limited liability company ("Investor"), and Mountain High Acquisitions Corp., a Colorado corporation ("Company"). Investor and Company are sometimes individually referred to hereinafter as a "Party" and collectively as the "Parties." Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Warrant (as defined below).

Securities Settlement Agreement (June 28th, 2018)

This SECURITIES SETTLEMENT AGREEMENT (the "Agreement"), dated as of June 27, 2018, is by and among MagneGas Corporation, a Delaware corporation with offices located at 11885 44th St. N. Clearwater, FL 33762 (the "Company") and Maxim Group, LLC ("Maxim").

Settlement Agreement (June 25th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of June 19, 2018, by and among (a) SandRidge Energy, Inc. a Delaware corporation (the Company), (b) Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC, and Barberry Corp. (collectively, the Icahn Group) , and (c) Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John Jack Lipinski and Randolph Read (the Continuing Nominees). The Company, the Icahn Group and the Continuing Nominees are each referred to herein as a Party and collectively, as the Parties.