by and amongShareholders Agreement • April 4th, 2008 • THL Equity Advisors VI, LLC • Services-business services, nec • New York
BY AND AMONGRegistration Rights Agreement • April 4th, 2008 • THL Equity Advisors VI, LLC • Services-business services, nec • New York
BACKGROUND ----------Joinder Agreement • April 4th, 2008 • THL Equity Advisors VI, LLC • Services-business services, nec • New York
RE: Investor Letter AgreementMerger Agreement • September 13th, 2013 • THL Equity Advisors VI, LLC • Savings institutions, not federally chartered
Reference is made to the Merger Agreement, dated as of the date hereof, between Sterling Financial Corporation (“Silver”) and Umpqua Holdings Corporation (“River”) (the “Merger Agreement”); capitalized terms have the meanings ascribed to them in the Merger Agreement. The signatory hereto (“Holder”) is a party to a Second Amended and Restated Investment Agreement with Silver, dated May 25, 2010, as amended (the “Investment Agreement”).
March 28, 2008 Silver Point Capital Offshore Fund, Ltd. Silver Point Capital Fund, L.P. 2 Greenwich Plaza Greenwich, CT 06830 Ladies and Gentlemen: In connection with the closing of the transactions contemplated by that certain Amended and Restated...THL Equity Advisors VI, LLC • April 4th, 2008 • Services-business services, nec • Delaware
ADVANCED BIOENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.50 per Unit Minimum Investment of 6,667 Units ($10,000)Subscription Agreement • June 7th, 2010 • THL Equity Advisors VI, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to purchase membership interests (“units”) of Advanced BioEnergy, LLC (“Advanced BioEnergy”), a Delaware limited liability company, with its principal place of business at 10201 Wayzata Boulevard, Suite 250, Minneapolis, Minnesota 55305, hereby, subject (i) to the Confidential Private Placement Memorandum (the “Memorandum”) of Advanced BioEnergy, (ii) to the Backstop Commitment Agreement dated as of April 7, 2010 between the undersigned subscriber and Advanced BioEnergy (the “Backstop Commitment”) (including, without limitation, the conditions to closing set forth in Section 7 of the Backstop Commitment) and (iii) to the other terms and conditions of the offering, subscribes for the purchase of the units of Advanced BioEnergy, and agrees to pay the related purchase price, identified below.
BACKGROUND ----------Assignment and Joinder Agreement • April 4th, 2008 • THL Equity Advisors VI, LLC • Services-business services, nec • New York
ADVANCED BIOENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.50 per Unit Minimum Investment of 6,666 Units ($10,000)Subscription Agreement • April 9th, 2010 • THL Equity Advisors VI, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of Advanced BioEnergy, LLC (“Advanced BioEnergy”), a Delaware limited liability company, with its principal place of business at 10201 Wayzata Boulevard, Suite 250, Minneapolis, Minnesota 55305, hereby, subject to the Confidential Private Placement Memorandum of Advanced BioEnergy, to confirmation with the undersigned of the subscription contemplated hereby, to acceptance by Advanced BioEnergy of the subscription contemplated hereby and to the other terms and conditions of the offering, subscribes for the purchase of the membership interests (“units”) of Advanced BioEnergy, and agrees to pay the related purchase price, identified below.
September 17, 2009 Hawkeye Energy Holdings, LLC Ames, IA 50010 Attention: Timothy B. Callahan Re: Amendment to August 21, 2009 Side Letter Ladies and Gentlemen: Reference is hereby made (i) to that certain Side Letter Agreement dated August 21, 2009...THL Equity Advisors VI, LLC • April 9th, 2010 • Industrial organic chemicals • Delaware
This letter agreement, which serves to amend the Side Letter, is being delivered to Hawkeye as an inducement to Hawkeye for it to enter into the Subscription Agreement, and Advanced BioEnergy acknowledges and agrees that Hawkeye would not be willing to enter into the Subscription Agreement in the absence of this letter agreement. Advanced BioEnergy and Hawkeye agree that except as specifically set forth herein, all other terms and provisions of the Side Letter shall remain in full force and effect without change.
Exhibit 1 JOINT FILING AGREEMENT This Agreement is made this 4th day of April, 2008, by and between each of the undersigned. WHEREAS, each of the undersigned is required to file a Schedule 13D with respect to ownership of securities in MoneyGram...Joint Filing Agreement • April 4th, 2008 • THL Equity Advisors VI, LLC • Services-business services, nec
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Joint Filing AgreementExhibit 1 • November 24th, 2010 • THL Equity Advisors VI, LLC • Savings institutions, not federally chartered
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
