Steptoe & Johnson LLP Sample Contracts

Standard Contracts

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UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2000 • Rockford Corp • Household audio & video equipment • Minnesota
UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2000 • Rockford Corp • Household audio & video equipment • Minnesota
IRIDIUM LLC IRIDIUM CAPITAL CORPORATION
Purchase Agreement • January 15th, 1998 • Iridium Capital Corp • Radiotelephone communications • New York
MASTER AGREEMENT
Master Agreement • April 10th, 2001 • Eldertrust • Real estate • New York
1 EXHIBIT (D)(1) AGREEMENT AND PLAN OF MERGER dated as of April 27, 2000 by and between ALLEN SYSTEMS GROUP, INC.
Merger Agreement • May 4th, 2000 • Asg Sub Inc • Services-prepackaged software • Delaware
FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 1999 • Rockford Corp • Household audio & video equipment • Minnesota
Exhibit 10.42 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 13th, 2001 • Rockford Corp • Household audio & video equipment • Arizona
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware

THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

DP&L-PEACH BOTTOM) CONFORMED PURCHASE AGREEMENT
Purchase Agreement • January 7th, 2000 • Conectiv • Electric & other services combined • Pennsylvania
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • New York

NEW MEXICO GAS COMPANY, INC., a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

ACE-PEACH BOTTOM) CONFORMED PURCHASE AGREEMENT
Purchase Agreement • January 7th, 2000 • Conectiv • Electric & other services combined • Pennsylvania
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE...
Subscription Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • New York

This Subscription Agreement (this “Agreement”) is entered into as of October __, 2021 among PROOF Acquisition Corp I., a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware series limited liability company (the “Sponsor”), and [___] (the “Purchaser”).

PROOF ACQUISITION CORP I (a Delaware corporation) 24,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York

PROOF Acquisition Corp I, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Units of the Company set forth in Schedule A hereto, totaling 24,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,600,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (collectively, the “Class A Shares”), and one-half of one war

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EXHIBIT 1 AGREEMENT AND PLAN OF MERGER by and between ARIEL CORPORATION
Merger Agreement • April 9th, 2001 • Mayan Networks Corp/Ca • Printed circuit boards • California
CLASS ACTION SETTLEMENT AGREEMENT
Class Action Settlement Agreement • April 14th, 2023

This Notice summarizes the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible to receive them, and how to get them.

The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, PACI and Target on the Trade Date specified below. The term “Counterparty” refers to PACI...
Otc Equity Prepaid Forward Transaction • November 29th, 2023 • PROOF Acquisition Corp I • Air transportation, nonscheduled

This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, PACI and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

REGISTRATION RIGHTS AGREEMENT by and among Stratos Global Corporation and the Guarantors listed on Schedule A hereto and RBC Capital Markets Corporation Banc of America Securities LLC CIBC World Markets Corp. Scotia Capital (USA) Inc. Dated as of...
Registration Rights Agreement • September 18th, 2006 • Stratos Funding, LP • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2006, by and among Stratos Global Corporation, a Canadian corporation (the “Company”), the Guarantors (collectively, the “Guarantors”), and RBC Capital Markets Corporation, Banc of America Securities LLC, CIBC World Markets Corp. and Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 97/8% Senior Notes due 2013 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”

WARRANT AGREEMENT
Warrant Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York

This agreement (“Agreement”) is made as of November 30, 2021 between PROOF Acquisition Corp I, a Delaware corporation, with offices at 11911 Freedom Drive, Suite 1080, Reston, VA 20190 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

STRATOS GLOBAL CORPORATION 97/8% SENIOR NOTES DUE FEBRUARY 15, 2013 INDENTURE Dated as of February 13, 2006 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
Indenture • September 18th, 2006 • Stratos Funding, LP • New York

beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

EXHIBIT 10.61 LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 17th, 2004 • Rockford Corp • Household audio & video equipment • Illinois
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • November 7th, 2016 • Comscore, Inc. • Services-business services, nec • Delaware

This Separation Agreement (“Agreement”) is made as of the date executed below between comScore, Inc. (“Company”), a Delaware corporation, and Serge Matta (“Executive”).

Contract
Settlement Agreement • September 12th, 2023
EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2017 • Loton, Corp • Retail-eating places • New York

This Employment Agreement (“Agreement”) is made and entered into as of May 5, 2017 (the “Effective Date”), by and between LiveXLive Tickets, Inc. (the “Company”), a Delaware corporation and a wholly owned subsidiary of Loton, Corp, a Nevada corporation (“Loton”), and Joseph Schnaier (“Executive”).

STIPULATED SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • November 29th, 2022 • California

is entered into by and between Plaintiffs Lien Scherr, Caryn Gorzo, Kasey Poe, Anna Dohnke, Jolene Lewis Volpe (formerly Barbara Lewis), Bobbie Joe Huling, Cynthia Whetsell, Martha Merle, Teresa Gattuso, Elissa Wagner, and Dixie Williams, individually, and in their representative capacity on behalf of all others similarly situated (collectively “Plaintiffs”), on the one hand, and Defendant Rodan & Fields, LLC (“R+F” or “Defendant”), on the other (collectively referred to as the “Parties” or singularly “Party”) to effect the settlement set forth herein, subject to Court approval.

Consent Agreement
Consent Agreement • August 16th, 2022
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