Special Counsel Agreement Sample Contracts

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PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001
Special Counsel Agreement • April 10th, 2013 • Sanofi • Pharmaceutical preparations

We are acting as special French counsel for Sanofi, a French société anonyme (the “Company”), in connection with the issuance and sale of $1,500,000,000 aggregate principal amount of the Company’s 1.250% Notes due April 10, 2018 (the “Notes”) pursuant to the Underwriting Agreement dated April 3, 2013 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters). The Notes are being issued in accordance with the decision of the directeur général (chief executive officer) dated April 3, 2013, and pursuant to the indenture (the “Indenture”), dated as of April 10, 2013, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated April 10, 2013, establishing the fo

AUTHORIZING A SPECIAL COUNSEL AGREEMENT FOR LITIGATION AGAINST THE MANUFACTURERS AND DISTRIBUTORS OF OPIOIDS
Special Counsel Agreement • April 25th, 2019

WHEREAS, the opioid and heroin epidemic is one of Central New York’s most serious health problems and has impacted the lives of thousands of families throughout the entire region; and,

PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001
Special Counsel Agreement • April 10th, 2013 • Sanofi • Pharmaceutical preparations

We are acting as special United States counsel for Sanofi, a French société anonyme (the “Company”), in connection with the issuance and sale of $1,500,000,000 aggregate principal amount of the Company’s 1.250% Notes due April 10, 2018 (the “Notes”) pursuant to the Underwriting Agreement dated April 3, 2013 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters). The Notes are being issued pursuant to the Indenture, dated as of April 10, 2013, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated April 10, 2013, establishing the form and terms of the Notes pursuant to Section 301 of the Indenture (the Officer’s Certificate and the Indenture are bei

AGREEMENT FOR SPECIAL COUNSEL
Special Counsel Agreement • May 2nd, 2023 • Iowa

This Agreement is entered into between the Iowa Department of Justice (the “Department") acting on behalf of the Treasurer of the State of Iowa (“Treasurer”) and Dentons Davis Brown PC, 215 10th Street, Suite 1300, Des Moines, Iowa 50309 (“Special Counsel”).

JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN ● 75001 PARIS TELEPHONE: (0)1.56.59.39.39 ● FACSIMILE: (0)1.56.59.39.38 ● TOQUE J 001 WWW.JONESDAY.COM November 7, 2023
Special Counsel Agreement • November 7th, 2023 • Nanobiotix S.A. • Pharmaceutical preparations

We are acting as special French counsel for Nanobiotix S.A., a société anonyme incorporated in the Republic of France (the “Company”), in connection with the issuance and sale by the Company of 6,279,130 shares (the “New Shares”) of the Company’s ordinary shares, €0.03 nominal value per share (the “Ordinary Shares”), including 3,786,907 Ordinary Shares to be delivered in the form of an aggregate of 3,786,907 American Depositary Shares (“ADSs”), each representing one Ordinary Share, pursuant to an Underwriting Agreement, dated as of November 2, 2023 (the “Underwriting Agreement”), by and between the Company and Jefferies LLC, Leerink Partners LLC and Guggenheim Securities, LLC, acting as the representative of the several underwriters named therein.

Phone - 620.662.0537 Fax - 620.669.9426 Web - gglawks.com 20 W 2rd Ave. 2rd Floor P.O. Box 2977 Hutchinson, KS 67504 James R. Gilliland J. Stanley Hill Gerald L. Green Bradley D. Dillon Tracy A. Cole Thomas A. Dower Melissa A. Moodie Torrance R....
Special Counsel Agreement • December 20th, 2019 • Star City Memorial Sales LLC • Services-personal services

The New Notes will be issued under an Indenture, dated as of June 27, 2019 (the “Indenture”), among the Issuers, the Guarantors, the initial purchasers party thereto and Wilmington Trust, National Association, as trustee.

PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN • 75001 PARIS TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001
Special Counsel Agreement • February 6th, 2014 • Orange • Telephone communications (no radiotelephone)

We are acting as special French counsel for Orange, a French société anonyme (the “Company”), in connection with the issuance and sale of the Notes, pursuant to the Purchase Agreement, dated January 30, 2014 (the “Purchase Agreement”) entered into by and among the Company and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc. and RBS Securities Inc. (collectively, the “Underwriters”). The Notes are being issued pursuant to an indenture dated as of January 13, 2012, as supplemented and amended by a first supplemental indenture dated as of January 30, 2014, both by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

Amendment to Agreement for Special Counsel
Special Counsel Agreement • March 5th, 2024

This is an Amendment to the Special Counsel Agreement entered between the Iowa Department of Justice on behalf of Iowa PBS and Gray Miller Persh LLP on March 31, 2020.

Date: May 18, 2023 Re: Special Counsel Agreement for Golden Hills Loan Preparation
Special Counsel Agreement • May 17th, 2023

Purpose and Background: The attached Resolution 2965 and attorney engagement letter for legal services is presented to Council at the recommendation of the City Attorney. The attached agreement would authorize the City to hire outside counsel to prepare the loan documents associated with assisting the Golden Hills Mobile Home Park residents with their purchase of the park. City Council has pledged a loan of up to $2 million for this purchase, and creating the loan documents and resolving any associated legal issues is the next step in this process. The closing date on the property is scheduled for late July of 2023, and staff will be bringing the loan agreement back to Council for approval on June 20th in preparation for this purchase.

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