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$38	Preview Full Doc	2002	Placement Agent Agreement [Form] Placement Agent Agreement [Form] (51K) Doc #125007: Click preview link for longer preview. FORM OF PLACEMENT AGENT AGREEMENT --------------------------------- Dated as of: November __, 2002 Westrock Advisors, Inc. 230 Park Avenue, Floor 9 New York, New York 10169 Ladies and Gentlemen: The undersigned, NeoMedia Technologies Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Westrock Advisors, a New York Corporation, (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR") hereby agree as follows: 1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "EQUITY LINE OF CREDIT AGREEMENT") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Ten Million Dollars ($10,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $0.01 per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement with First Union National Bank (the "ESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities and this Offering by the Placement Agent shall be solely on a "best efforts basis." 2. COMPENSATION. A. Upon the Company obtaining shareholder approval for an increase of the Company's authorized shares from fifty million (50,000,000) to two hundred million (200,000,000) the Company shall issue to the Placement Agent or its designee an amount equal to sixty two thousand five hundred (62,500) shares of the Company's Common Stock (collectively, the "PLACEMENT AGENT'S SHARES"). In the event the Company does not obtain the required shareholder approval within ninety (90) days from the date hereof the Company shall immediately issue the Placement Agent's Shares. The Placement Agent shall be entitled to "piggy-back" registration rights triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof. 1 {PAGE} 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated there under (the "RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. A. The Company represents and warrants as follows: (i) The execution, delivery and performance of each of this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by this Agreement and the Equity Line of Credit Agreement have been duly authorized and, when issued and paid for in accordance with (x) this Agreement, the Equity Line of Agreement and the certificates/instruments representing such Securities, (y) will be valid and 125007	NeoMedia NeoMedia Technologies, Inc. ( Software & Programming ) As referenced in this Placement Agent Agreement [Form]: NEOMEDIA TECHNOLOGIES INC. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}4 {FILENAME}exhibit10-84.txt {DESCRIPTION}EXHIBIT 10.84 {TEXT} EXHIBIT 10.84 ------------- NEOMEDIA TECHNOLOGIES INC. -------------------------- FORM OF PLACEMENT AGENT AGREEMENT --------------------------------- Dated as of: November __, 2002 Westrock Advisors, Inc. 230 Park Avenue, Floor 9 New York, New York 10169 Ladies and Gentlemen: The undersigned, _____________ NeoMedia Technologies Inc. – INC. -------------------------- FORM OF PLACEMENT AGENT AGREEMENT --------------------------------- Dated as of: November __, 2002 Westrock Advisors, Inc. 230 Park Avenue, Floor 9 New York, New York 10169 Ladies and Gentlemen: The undersigned, NeoMedia Technologies Inc. , a Delaware corporation (the "COMPANY"), hereby agrees with Westrock Advisors, a New York Corporation, (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR") hereby _____________ NeoMedia Technologies Inc. – sending party), addressed as follows: 9 {PAGE} If to Placement Agent, to: Westrock Advisors, Inc. 230 Park Avenue, Floor 9 New York, New York 10169 If to the Company, to: NeoMedia Technologies Inc. 2201 Second Street - Suite 600 Fort Myers, FL 33901 Attention: Charles T. Jensen Chief Financial Officer Telephone: (941) 337-3434 Facsimile: (941) 337-3668 If to the Investor: Cornell _____________ NEOMEDIA TECHNOLOGIES INC. – provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NEOMEDIA TECHNOLOGIES INC. By: ------------------------------------ Name: Charles T. Jensen Title: Chief Financial Officer PLACEMENT AGENT: WESTROCK ADVISORS, INC. By: ------------------------------------ Name: -------------------------------- Title: -------------------------------- INVESTOR: CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC Its: GENERAL PARTNER _____________ dt 1543046 ; NeoMedia NeoMedia Technologies, Inc. ( Software & Programming ) ; First Union First Union National Bank ( Financial ) As referenced in this Placement Agent Agreement [Form]: First Union National Bank – Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement with First Union National Bank (the "ESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock is sometimes referred to _____________ dt 184156 ;	Westrock Advisors Inc.; Cornell Capital Partners, LP
$56	Preview Full Doc	2004	Selling Agent Agreement Selling Agent Agreement (181K) Doc #334728: Click preview link for longer preview. SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP, as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page hereto. EOP Operating Limited Partnership, a Delaware limited partnership (the ï¿½Operating Partnershipï¿½), proposes to issue and sell up to $500 million aggregate principal amount of its InterNotes^ï¿½ due . . . 334728	Electronic Arts Electronic Arts Inc. ( Software & Programming ) As referenced in this Selling Agent Agreement: Electronic Arts, Inc. – Re Right of First Offer to Purchase and Options to Purchase, dated as of July 31, 2003, by and between Playa VistaWaters Edge, LLC, a subsidiary of the Company, and Electronic Arts, Inc. or (iv) certain leases affecting the Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; ( _____________ dt 1485024 ; Electronic Arts Electronic Arts Inc. ( Software & Programming ) As referenced in this Selling Agent Agreement: Electronic Arts, Inc. – Re Right of First Offer to Purchase and Options to Purchase, dated as of July 31, 2003, by and between Playa VistaWaters Edge, LLC, a subsidiary of the Company, and Electronic Arts, Inc. or (iv) certain leases affecting the Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; ( _____________ dt 1309104 ; EOP Operating EOP Operating LP As referenced in this Selling Agent Agreement: EOP OPERATING LIMITED PARTNERSHIP – exv1w1 EX-1.1 2 c86145exv1w1.htm SELLING AGENT AGREEMENT Exhibit 1.1 SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP , as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June _____________ EOP Operating Limited Partnership – and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page hereto. EOP Operating Limited Partnership , a Delaware limited partnership (the Operating Partnership), proposes to issue and sell up to $500 million aggregate principal amount of its InterNotes _____________ EOP OPERATING LIMITED PARTNERSHIP – you, this letter and such acceptance hereof shall constitute a binding agreement among the Company, the Operating Partnership and you. Very truly yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and _____________ EOP Operating Limited Partnership – Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is _____________ EOP Operating Limited Partnership – Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited partnership formed and _____________ dt 682675 ;	EOP Operating EOP Operating LP ( Real Estate ) As referenced in this Selling Agent Agreement: EOP OPERATING LIMITED PARTNERSHIP – exv1w1 EX-1.1 2 c86145exv1w1.htm SELLING AGENT AGREEMENT Exhibit 1.1 SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP , as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June _____________ EOP Operating Limited Partnership – and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page hereto. EOP Operating Limited Partnership , a Delaware limited partnership (the Operating Partnership), proposes to issue and sell up to $500 million aggregate principal amount of its InterNotes _____________ EOP OPERATING LIMITED PARTNERSHIP – you, this letter and such acceptance hereof shall constitute a binding agreement among the Company, the Operating Partnership and you. Very truly yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and _____________ EOP Operating Limited Partnership – Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is _____________ EOP Operating Limited Partnership – Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited partnership formed and _____________ dt 682675 ; EOP Equity Office Properties Trust As referenced in this Selling Agent Agreement: EQUITY OFFICE PROPERTIES TRUST, – 1.1 2 c86145exv1w1.htm SELLING AGENT AGREEMENT Exhibit 1.1 SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP, as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and _____________ Equity Office Properties Trust, – to payment of the principal thereof, and premium, if any, and interest thereon (the Guarantee, and together with the Notes, the Securities) by Equity Office Properties Trust, a Maryland real estate investment trust and general partner of the Operating Partnership (the Company). The Securities are to be issued pursuant _____________ Equity Office Properties Trust, – acceptance hereof shall constitute a binding agreement among the Company, the Operating Partnership and you. Very truly yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer EQUITY OFFICE _____________ EQUITY OFFICE PROPERTIES TRUST – Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer EQUITY OFFICE PROPERTIES TRUST By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer Confirmed and accepted as of _____________ Equity Office Properties Trust – Tower, 3rd Floor Richmond, Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. ( _____________ dt 700768 ; More...
$56	Preview Full Doc	2004	Selling Agent Agreement Selling Agent Agreement (181K) Doc #847128: Click preview link for longer preview. SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP, as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page hereto. EOP Operating Limited Partnership, a Delaware limited partnership (the ï¿½Operating Partnershipï¿½), proposes to issue and sell up to $500 million aggregate principal amount of its InterNotes^ï¿½ due . . . 847128	Electronic Arts Electronic Arts Inc. ( Software & Programming ) As referenced in this Selling Agent Agreement: Electronic Arts, Inc. – Re Right of First Offer to Purchase and Options to Purchase, dated as of July 31, 2003, by and between Playa VistaWaters Edge, LLC, a subsidiary of the Company, and Electronic Arts, Inc. or (iv) certain leases affecting the Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; ( _____________ dt 1485026 ; Electronic Arts Electronic Arts Inc. ( Software & Programming ) As referenced in this Selling Agent Agreement: Electronic Arts, Inc. – Re Right of First Offer to Purchase and Options to Purchase, dated as of July 31, 2003, by and between Playa VistaWaters Edge, LLC, a subsidiary of the Company, and Electronic Arts, Inc. or (iv) certain leases affecting the Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; ( _____________ dt 1485041 ; EOP Operating EOP Operating LP As referenced in this Selling Agent Agreement: EOP OPERATING LIMITED PARTNERSHIP – exv1w1 EX-1.1 2 c86145exv1w1.htm SELLING AGENT AGREEMENT Exhibit 1.1 SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP , as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the _____________ EOP Operating Limited Partnership – as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page hereto. EOP Operating Limited Partnership , a Delaware limited partnership (the Operating Partnership), proposes to issue and sell up to $500 million aggregate principal amount of its InterNotes due nine months or more from date _____________ EOP OPERATING LIMITED PARTNERSHIP – counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Company, the Operating Partnership and you. Very truly yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer EQUITY OFFICE PROPERTIES TRUST _____________ EOP Operating Limited Partnership – Byrd Street West Tower, 3rd Floor Richmond, Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited partnership formed and validly _____________ EOP Operating Limited Partnership – Floor Richmond, Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited partnership formed and validly existing and in good standing _____________ dt 1528316 ;	EOP Operating EOP Operating LP ( Real Estate ) As referenced in this Selling Agent Agreement: EOP OPERATING LIMITED PARTNERSHIP – exv1w1 EX-1.1 2 c86145exv1w1.htm SELLING AGENT AGREEMENT Exhibit 1.1 SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP , as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the _____________ EOP Operating Limited Partnership – as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page hereto. EOP Operating Limited Partnership , a Delaware limited partnership (the Operating Partnership), proposes to issue and sell up to $500 million aggregate principal amount of its InterNotes due nine months or more from date _____________ EOP OPERATING LIMITED PARTNERSHIP – counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Company, the Operating Partnership and you. Very truly yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer EQUITY OFFICE PROPERTIES TRUST _____________ EOP Operating Limited Partnership – Byrd Street West Tower, 3rd Floor Richmond, Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited partnership formed and validly _____________ EOP Operating Limited Partnership – Floor Richmond, Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited partnership formed and validly existing and in good standing _____________ dt 1528316 ; EOP Equity Office Properties Trust As referenced in this Selling Agent Agreement: EQUITY OFFICE PROPERTIES TRUST, – exv1w1 EX-1.1 2 c86145exv1w1.htm SELLING AGENT AGREEMENT Exhibit 1.1 SELLING AGENT AGREEMENT by and among EOP OPERATING LIMITED PARTNERSHIP, as Issuer, EQUITY OFFICE PROPERTIES TRUST, as Guarantor, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein June 10, 2004 June 10, 2004 To Incapital LLC and the Agents listed on the signature page _____________ Equity Office Properties Trust, – will be fully and unconditionally guaranteed as to payment of the principal thereof, and premium, if any, and interest thereon (the Guarantee, and together with the Notes, the Securities) by Equity Office Properties Trust, a Maryland real estate investment trust and general partner of the Operating Partnership (the Company). The Securities are to be issued pursuant to an indenture, dated as of August _____________ Equity Office Properties Trust, – hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Company, the Operating Partnership and you. Very truly yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer EQUITY OFFICE PROPERTIES TRUST By: /s/ Marsha C. Williams _____________ EQUITY OFFICE PROPERTIES TRUST – yours, EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its General Partner By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer EQUITY OFFICE PROPERTIES TRUST By: /s/ Marsha C. Williams Name: Marsha C. Williams Title: Executive Vice President and Chief Financial Officer Confirmed and accepted as of the date first above written: BANC OF _____________ Equity Office Properties Trust – Securities, LLC 901 E. Byrd Street West Tower, 3rd Floor Richmond, Virginia 23219 Attention: George J. Curci Tel: (804) 868-2205 Fax: (804) 868-2296 31 ANNEX B SUBSIDIARIES A. Equity Office Properties Trust EOP Operating Limited Partnership B. EOP Operating Limited Partnership Not Applicable. 32 EXHIBIT A Opinion of Hogan & Hartson L.L.P. (1) The Operating Partnership is a limited _____________ dt 1553575 ; More...
$40	Preview Full Doc	2001	Rights Agent Agreement Rights Agent Agreement (30K) Doc #1122910: Click preview link for longer preview. <DESCRIPTION>FORM OF RIGHTS AGENT AGREEMENT <TEXT> RIGHTS AGENT AGREEMENT This RIGHTS AGREEMENT ("Agreement") is made and entered into as of April ___, 2001, by and between Intelli-Check, Inc., a Delaware corporation (the "Company") and Continental Stock Transfer & Trust Company (the "Rights Agent"). RECITALS A. The Company has (i) declared a dividend of rights ( . . . 1122910	Intelli-Check Intelli-Check, Inc. ( Software & Programming ) As referenced in this Rights Agent Agreement: Intelli-Check, Inc. – DESCRIPTION>FORM OF RIGHTS AGENT AGREEMENT <TEXT> RIGHTS AGENT AGREEMENT This RIGHTS AGREEMENT ("Agreement") is made and entered into as of April ___, 2001, by and between Intelli-Check, Inc. , a Delaware corporation (the "Company") and Continental Stock Transfer & Trust Company (the "Rights Agent"). RECITALS A. The Company has (i) declared a dividend of rights (each a "Right") _____________ Intelli-Check, Inc. – 00 p.m. New York Time on or before the Expiration Date. Checks or money orders should be made payable to "Continental Stock Transfer & Trust Company as Agent for Intelli-Check, Inc. " in United States Dollars. 4.2. A Rightsholder may exercise his or her Rights only to the extent such Rightsholder maintains continuous ownership (of record or beneficially) of the _____________ Intelli-Check, Inc. – or wire transfer of funds to the account maintained by the Rights Agent for such purpose payable to the order of Continental Stock Transfer & Trust Company as Agent for Intelli-Check, Inc. The Exercise Price will be deemed to have been received by the Rights Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Rights Agent of _____________ Intelli-Check, Inc. – to the address of the person to receive such notice, or (iv) if given by telecopy, when sent. Notices shall be given at the following address: If to the Company: Intelli-Check, Inc. 246 Crossways Park West Woodbury, NY 11797 If to the Rights Agent: Continental Stock Transfer Trust Company 2 Broadway New York, New York 10004 Attention: Compliance Department 14.2. _____________ INTELLI-CHECK, INC. – laws of the State of New York. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written. INTELLI-CHECK, INC. a Delaware Corporation By:____________________________________ Frank Mandelbaum Chairman and Chief Executive Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:____________________________________ -15- </TEXT> </DOCUMENT> _____________ dt 1469589 ;	Intelli-Check Intelli-Check, Inc. ( Software & Programming ) As referenced in this Rights Agent Agreement: Intelli-Check, Inc. – DESCRIPTION>FORM OF RIGHTS AGENT AGREEMENT <TEXT> RIGHTS AGENT AGREEMENT This RIGHTS AGREEMENT ("Agreement") is made and entered into as of April ___, 2001, by and between Intelli-Check, Inc. , a Delaware corporation (the "Company") and Continental Stock Transfer & Trust Company (the "Rights Agent"). RECITALS A. The Company has (i) declared a dividend of rights (each a "Right") _____________ Intelli-Check, Inc. – 00 p.m. New York Time on or before the Expiration Date. Checks or money orders should be made payable to "Continental Stock Transfer & Trust Company as Agent for Intelli-Check, Inc. " in United States Dollars. 4.2. A Rightsholder may exercise his or her Rights only to the extent such Rightsholder maintains continuous ownership (of record or beneficially) of the _____________ Intelli-Check, Inc. – or wire transfer of funds to the account maintained by the Rights Agent for such purpose payable to the order of Continental Stock Transfer & Trust Company as Agent for Intelli-Check, Inc. The Exercise Price will be deemed to have been received by the Rights Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Rights Agent of _____________ Intelli-Check, Inc. – to the address of the person to receive such notice, or (iv) if given by telecopy, when sent. Notices shall be given at the following address: If to the Company: Intelli-Check, Inc. 246 Crossways Park West Woodbury, NY 11797 If to the Rights Agent: Continental Stock Transfer Trust Company 2 Broadway New York, New York 10004 Attention: Compliance Department 14.2. _____________ INTELLI-CHECK, INC. – laws of the State of New York. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written. INTELLI-CHECK, INC. a Delaware Corporation By:____________________________________ Frank Mandelbaum Chairman and Chief Executive Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:____________________________________ -15- </TEXT> </DOCUMENT> _____________ dt 1469594
$48	Preview Full Doc	2001	Subscription Agent Agreement Subscription Agent Agreement (37K) Doc #1127645: Click preview link for longer preview. <DESCRIPTION>EXH99-1_S1 SUBSCRIPTION AGENT <TEXT> 12 SUBSCRIPTION AGENT AGREEMENT Date: [ ], 2001 Continental Stock Transfer & Trust Company Attn: Reorganization Department 2 Broadway New York, New York 10004 Gentlemen: This Subscription Agent Agreement (this 'Agreement') will define the services . . . 1127645	GSE Systems GSE Systems, Inc. ( Software & Programming ) As referenced in this Subscription Agent Agreement: GSE Systems, Inc. – York 10004 Gentlemen: This Subscription Agent Agreement (this 'Agreement') will define the services that Continental Stock Transfer & Trust Company ('Continental'), as Subscription Agent and Transfer Agent, will provide to GSE Systems, Inc. , a Delaware corporation (the 'Company'), in connection with the subscription offer described below and compensation that the Company will pay to Continental for such services. The Company is making _____________ GSE SYSTEMS, INC. – the enclosed copy hereof, whereupon this Agreement and the Subscription Agent's acceptance of the terms and conditions herein provided shall constitute a binding Agreement between us. Very truly yours, GSE SYSTEMS, INC. By __________________________________ NAME: Gill R. Grady TITLE: Senior Vice President Accepted as of the date above first written: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as subscription agent By _____________________________________ _____________ dt 1487079 ;	GSE Systems GSE Systems, Inc. ( Software & Programming ) As referenced in this Subscription Agent Agreement: GSE Systems, Inc. – York 10004 Gentlemen: This Subscription Agent Agreement (this 'Agreement') will define the services that Continental Stock Transfer & Trust Company ('Continental'), as Subscription Agent and Transfer Agent, will provide to GSE Systems, Inc. , a Delaware corporation (the 'Company'), in connection with the subscription offer described below and compensation that the Company will pay to Continental for such services. The Company is making _____________ GSE SYSTEMS, INC. – the enclosed copy hereof, whereupon this Agreement and the Subscription Agent's acceptance of the terms and conditions herein provided shall constitute a binding Agreement between us. Very truly yours, GSE SYSTEMS, INC. By __________________________________ NAME: Gill R. Grady TITLE: Senior Vice President Accepted as of the date above first written: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as subscription agent By _____________________________________ _____________ dt 1469287
$37	Full Doc	2004	Domestic Distribution Agent Agreement Domestic Distribution Agent Agreement (23K) Doc #1160442: This document is immediately available for purchase, but does not have a preview available for viewing. 1160442	Teledigital Teledigital, Inc. ( Software & Programming ) ;	Teledigital Teledigital, Inc. ( Software & Programming )
$37	Preview Full Doc	2001	Subscription Agent Agreement Subscription Agent Agreement (34K) Doc #1180680: Click preview link for longer preview. SUBSCRIPTION AGENT AGREEMENT This Subscription Agent Agreement (the "Agreement") is made as of the ___ day of May, 2001, by and between PurchaseSoft, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as subscription agent (the "Agent"). All terms not defined herein shall have the meaning given in the prospectus (the "Prospectus") included in the Registration Statement on Form S-3, File No. 333-_______, filed by the Company with the Securities and Exchange Commission (the " . . . 1180680	PurchaseSoft PurchaseSoft, Inc. ( Software & Programming ) As referenced in this Subscription Agent Agreement: PurchaseSoft, Inc. – EXHIBIT 99.5: FORM OF SUBSCRIPTION AGENT AGREEMENT. SUBSCRIPTION AGENT AGREEMENT This Subscription Agent Agreement (the "Agreement") is made as of the ___ day of May, 2001, by and between PurchaseSoft, Inc. , a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as subscription agent (the "Agent"). All terms not defined herein shall have the meaning given in the _____________ PurchaseSoft, Inc. – or permitted hereunder shall be made by hand delivery, prepaid certified first-class mail (return receipt requested), or telecopier (with written confirmation of receipt): (a) if to the Company, to: PurchaseSoft, Inc. 5001 W. 80th Street, Suite 835 Bloomington, MN 55437 Attention: Philip D. Wolf, Chief Financial Officer Telephone: (952) 843-6104 Facsimile: (952) 941-0066 (b) if to the Agent, _____________ PURCHASESOFT, INC. – this Agreement. [SIGNATURES ON FOLLOWING PAGE] <PAGE> IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, as of the day and year first above written. PURCHASESOFT, INC. By: ------------------------------------------------- Philip D. Wolf, Chief Financial Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: ------------------------------------------------- Name: Title: </TEXT> </DOCUMENT> _____________ dt 1368587 ;	PurchaseSoft PurchaseSoft, Inc. ( Software & Programming ) As referenced in this Subscription Agent Agreement: PurchaseSoft, Inc. – EXHIBIT 99.5: FORM OF SUBSCRIPTION AGENT AGREEMENT. SUBSCRIPTION AGENT AGREEMENT This Subscription Agent Agreement (the "Agreement") is made as of the ___ day of May, 2001, by and between PurchaseSoft, Inc. , a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as subscription agent (the "Agent"). All terms not defined herein shall have the meaning given in the _____________ PurchaseSoft, Inc. – or permitted hereunder shall be made by hand delivery, prepaid certified first-class mail (return receipt requested), or telecopier (with written confirmation of receipt): (a) if to the Company, to: PurchaseSoft, Inc. 5001 W. 80th Street, Suite 835 Bloomington, MN 55437 Attention: Philip D. Wolf, Chief Financial Officer Telephone: (952) 843-6104 Facsimile: (952) 941-0066 (b) if to the Agent, _____________ PURCHASESOFT, INC. – this Agreement. [SIGNATURES ON FOLLOWING PAGE] <PAGE> IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, as of the day and year first above written. PURCHASESOFT, INC. By: ------------------------------------------------- Philip D. Wolf, Chief Financial Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: ------------------------------------------------- Name: Title: </TEXT> </DOCUMENT> _____________ dt 1327312
$41	Preview Full Doc	2007	Escrow and Paying Agent Agreement Escrow and Paying Agent Agreement (53K) Doc #2792558: Click preview link for longer preview. ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of April 10, 2007 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf . . . 2792558	SERENA Software SERENA Software, Inc. ( Software & Programming ) ; SERENA Software SERENA Software, Inc. ( Software & Programming ) ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Escrow and Paying Agent Agreement: CITIGROUP GLOBAL MARKETS INC – April 10, 2007 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC ., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee _____________ CITIGROUP GLOBAL MARKETS INC – in such capacity, together with its successors in such capacity, the Escrow Agent); MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC ., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters of the Certificates referred to below (the Underwriters and together with their respective transferees _____________ CITIGROUP GLOBAL MARKETS INC – written. WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Escrow Agent By Name: Title: MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC ., UBS SECURITIES INC., CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters By: MORGAN STANLEY & CO. INCORPORATED By Name: Patrick Kufer Title: Managing Director By: _____________ Citigroup Global Markets Inc – in such capacity, together with its successors in such capacity, the Escrow Agent), Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc ., UBS Securities LLC, Calyon Securities (USA) Inc. and J.P. Morgan Securities Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee (in such capacity, together with its successors _____________ dt 1711323
$40	Preview Full Doc	2007	Escrow and Paying Agent Agreement Escrow and Paying Agent Agreement (53K) Doc #2792559: Click preview link for longer preview. ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of April 10, 2007 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf . . . 2792559	SERENA Software SERENA Software, Inc. ( Software & Programming ) ; SERENA Software SERENA Software, Inc. ( Software & Programming ) ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Escrow and Paying Agent Agreement: CITIGROUP GLOBAL MARKETS INC – April 10, 2007 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC ., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee _____________ CITIGROUP GLOBAL MARKETS INC – in such capacity, together with its successors in such capacity, the Escrow Agent); MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC ., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters of the Certificates referred to below (the Underwriters and together with their respective transferees _____________ CITIGROUP GLOBAL MARKETS INC – written. WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Escrow Agent By Name: Title: MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC ., UBS SECURITIES INC., CALYON SECURITIES (USA) INC. and J.P. MORGAN SECURITIES INC. as Underwriters By: MORGAN STANLEY & CO. INCORPORATED By Name: Patrick Kufer Title: Managing Director By: _____________ Citigroup Global Markets Inc – in such capacity, together with its successors in such capacity, the Escrow Agent), Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc ., UBS Securities LLC, Calyon Securities (USA) Inc. and J.P. Morgan Securities Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee (in such capacity, together with its successors _____________ dt 1711324
$34	Preview Full Doc	2007	Escrow and Paying Agent Agreement Escrow and Paying Agent Agreement (53K) Doc #2792560: Click preview link for longer preview. ESCROW AND PAYING AGENT AGREEMENT (Class C) Dated as of April 10, 2007 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC.,