REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2018 • Turtle Beach Corp • Communications equipment, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 23rd day of April, 2018 by and among Turtle Beach Corporation, a Nevada corporation (the “Company”), and the “Investors” named in that certain Exchange Agreement by and among the Company and the Investors (the “Exchange Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Exchange Agreement unless otherwise defined herein.
5,000,000 Shares Turtle Beach Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2016 • Turtle Beach Corp • Communications equipment, nec • New York
Turtle Beach Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the several other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 5,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 750,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
Turtle Beach Corporation Common Stock ($0.001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTTerms Agreement • August 7th, 2020 • Turtle Beach Corp • Communications equipment, nec • New York
Turtle Beach Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), having an aggregate gross sales price of not to exceed $30,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity Offering SM Sales Agreement and any applicable Terms Agreement.
4,000,000 Shares* PARAMETRIC SOUND CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
Parametric Sound Corporation, a Nevada corporation (the “Company”), proposes to issue and sell 4,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 600,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
PARAMETRIC SOUND CORPORATION UNDERWRITER WARRANTUnderwriter Warrant • March 26th, 2012 • Parametric Sound Corp • Communications equipment, nec • New York
This UNDERWRITER WARRANT (this “Warrant”) of Parametric Sound Corporation, a corporation, duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of March 21, 2012 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of 1,888,888 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2011 • Parametric Sound Corp • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 22nd day of February, 2011 by and among Parametric Sound Corporation, a Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
RIGHTS AGREEMENTRights Agreement • March 29th, 2023 • Turtle Beach Corp • Communications equipment, nec • Nevada
The Rights are not exercisable until the Distribution Date. As of and after the Distribution Date, the Rights will separate from the Common Shares and each Right will become exercisable to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (each whole share, a “Preferred Share”) at an initial purchase price of $59.00 per one one-thousandth of a Preferred Share (such purchase price, as may be adjusted from time to time, the “Purchase Price”). This portion of a Preferred Share would give the holder thereof approximately the same dividend, voting, and liquidation rights as would one Common Share.
PARAMETRIC SOUND CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2012 • Parametric Sound Corp • Communications equipment, nec • New York
The undersigned, Parametric Sound Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (“MDB”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), as follows:
FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2015 • Turtle Beach Corp • Communications equipment, nec • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made this ___ day of _____________, 2014, between Turtle Beach Corporation, a Nevada corporation (the “Company”), and ____________________, an individual (“Indemnitee”).
ContractWarrant Agreement • November 4th, 2016 • Turtle Beach Corp • Communications equipment, nec • New York
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • October 1st, 2010 • Parametric Sound Corp • Communications equipment, nec • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”), dated as of September 27, 2010, is entered into by and between LRAD Corporation, a Delaware corporation (“LRAD”), and Parametric Sound Corporation, a Nevada corporation (“Parametric”) (each, a “Party,” and collectively, the “Parties”).
AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of March 5, 2018 TURTLE BEACH CORPORATION (FORMERLY KNOWN AS PARAMETRIC SOUND CORPORATION), as a US Borrower and a UK GuarantorLoan, Guaranty and Security Agreement • March 9th, 2018 • Turtle Beach Corp • Communications equipment, nec • California
The above margins shall be subject to increase or decrease on the first day of the calendar month following each Fiscal Quarter end based on the financial statements for the most recent Fiscal Quarter delivered to Agent as set forth hereunder. If Agent is unable to calculate Fixed Charge Coverage Ratio for a Fiscal Quarter due to Borrowers’ failure to deliver any financial statement when required hereunder, then, at the option of Agent or Required Lenders, margins shall be determined as if Level I were applicable until the first day of the calendar month following its receipt.
CREDIT AGREEMENT Dated August 22, 2012 by and among VOYETRA TURTLE BEACH, INC., as the Borrower, VTB HOLDINGS, INC., as Holdings, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, PNC BANK, NATIONAL...Credit Agreement • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec
THIS CREDIT AGREEMENT, dated August 22, 2012, is by and among VOYETRA TURTLE BEACH, INC., a Delaware corporation (the “Borrower”), VTB HOLDINGS, INC., a Delaware corporation (“Holdings”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as administrative and collateral agent for the Lenders (in such capacity, the “Agent”), as Swingline Lender and as the Issuer hereunder, PNC CAPITAL MARKETS LLC, as a Joint Lead Arranger and Sole Bookrunner, Manufacturers and Traders Trust Company, Silicon Valley Bank, and Citibank, N.A., each as a Lender, Joint Lead Arranger and Co-Syndication Agent (collectively, the “Syndication Agent”), and National Penn Bank and Sumitomo Mitsui Banking Corp., each as a Lender and Co-Documentation Agent (collectively, the “Documentation Agent”).
TAX SHARING AGREEMENTTax Sharing Agreement • October 1st, 2010 • Parametric Sound Corp • Communications equipment, nec • Delaware
This Tax Sharing Agreement (this “Agreement”) is entered into as of September 27, 2010 between LRAD Corporation, a Delaware corporation (“LRAD”), and Parametric Sound Corporation, a Nevada corporation and wholly owned subsidiary of LRAD (“Parametric Sound,” and together with LRAD, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between LRAD and Parametric Sound (the “Separation Agreement”).
TURTLE BEACH CORPORATION OPTION AGREEMENTOption Agreement • March 30th, 2016 • Turtle Beach Corp • Communications equipment, nec • California
This OPTION AGREEMENT (this “Agreement”), dated as of May 20, 2015 (the “Grant Date”), is by and between Turtle Beach Corporation, a Nevada corporation (the “Company”), and Juergen Stark (the “Optionee”)
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
This Employment Agreement (this “Agreement”) dated as of October 12, 2010, (the “Effective Date”) is by and between Voyetra Turtle Beach, Inc., a Delaware corporation (the “Company”), and Frederick J. Romano (the “Employee”).
PARKWAY COMMERCE CENTER INDUSTRIAL LEASE AGREEMENT BETWEEN PARKWAY COMMERCE CENTER, LLC, AS LANDLORD AND PARAMETRIC SOUND CORPORATION, AS TENANT DATED AS OF May 18, 2012Industrial Lease Agreement • May 25th, 2012 • Parametric Sound Corp • Communications equipment, nec • Hawaii
Common Area Maintenance Costs shall not include costs for: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4) leasing commissions; (5) legal expenses for services, other than those that benefit the Project tenants, as applicable (e.g., tax disputes); (6) renovating or otherwise improving space for leased premises of the Project, as applicable or vacant space in the Project; (7) Taxes and Insurance which are paid separately pursuant to Sections 3 and 4 below; and (8) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project.
TURTLE BEACH CORPORATION (as amended pursuant to Amendment No. 2023-1, incorporated herein) RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 7th, 2023 • Turtle Beach Corp • Communications equipment, nec
This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) dated as of _________, 20__ (the “Grant Date”), is by and between Turtle Beach Corporation, a Nevada corporation (the “Company”), and [EMPLOYEE NAME] (the “Grantee”).
SEVENTH AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • March 7th, 2018 • Turtle Beach Corp • Communications equipment, nec
This SEVENTH AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 28, 2017, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually, “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually, “Borrower,” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”, individually, a “US Guarantor,” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually, a “UK Guarantor,” and individually and collect
LOCK-UP AGREEMENTLock-Up Agreement • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec • Delaware
LOCK-UP AGREEMENT (this “Agreement”), dated as of , 2013, by and among Parametric Sound Corporation, a Nevada corporation (the “Corporation”), VTB Holdings, Inc., a Delaware corporation (“VTBH”), and the undersigned (the “Securityholder”).
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENTOmnibus Amendment and Reaffirmation Agreement • March 9th, 2018 • Turtle Beach Corp • Communications equipment, nec • New York
This Omnibus Amendment and Reaffirmation Agreement is dated as of March 5, 2018 (this “Agreement”), and is entered into, by among others, TURTLE BEACH CORPORATION, a Nevada corporation (the “Company”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”) and VTB Holdings, Inc., a Delaware corporation (“VTB” and together with the Company and Voyetra, the “US Obligors” and each, a “US Obligor”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (the “UK Obligor” and together with the US Obligors, the “Obligors” and each, an “Obligor”) and SG VTB HOLDINGS, LLC (together with any successors and/or assigns, the “Lender”) in relation to (i) that certain Subordinated Promissory Note dated as of November 26, 2015 issued by the Company for the benefit of the Lender, in the original principal amount of US$2,500,000.00 (and with a current outstanding principal amount as of the date of this Agreement of US$3,509,53
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
This Consulting Agreement (this “Agreement”) dated as of October 12, 2010 (the “Effective Date”) is by and between Voyetra Turtle Beach, Inc. a Delaware corporation (the “Company”) and Ronald Doornink (the “Consultant”).
FIRST AMENDMENT TO STOCKHOLDER AGREEMENTStockholder Agreement • July 11th, 2014 • Turtle Beach Corp • Communications equipment, nec • Delaware
THIS FIRST AMENDMENT TO THE STOCKHOLDER AGREEMENT (this “Amendment”) is dated as of July 10, 2014, and amends the Stockholder Agreement, dated as of August 5, 2013, by and among Turtle Beach Corporation, a Nevada corporation (the “Corporation”) and certain stockholders of the Corporation (the “Original Agreement”). Capitalized terms used, but not defined, herein shall have the respective meanings assigned to such terms in the Original Agreement.
Master Purchasing AgreementMaster Purchasing Agreement • May 13th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
This Master Purchasing Agreement (hereinafter the “Agreement”) is effective as of December 5, 2011 (hereinafter the business located at 150 Clearbrook Rd., Suite 162, Elmsford, NY 10523, Weifang GoerTek Electronics, Co., Ltd. (hereinafter “GoerTek”), with business license number [NUMBER] and registered address at [Dongfang North Road, Hi-Tech Industry Development District, Weifang Shandong, China]; and [Goertek Inc.] (hereinafter “GoerTek Parent Company”), with business license number [NUMBER] and registered address at [Address]. In this Agreement, the term “Party” refers individually to VTB, GoerTek, or the GoerTek Parent Company and the term “Parties” refers collectively to VTB, GoerTek, and the GoerTek Parent Company.
NINTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • March 7th, 2018 • Turtle Beach Corp • Communications equipment, nec
This NINTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 25, 2016, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parametric”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parametric, individually, “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually, “Borrower,” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB” or “US Guarantor”; and together with US Borrowers, individually, a “UK Guarantor,” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantor, individually
SIXTH AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • March 7th, 2018 • Turtle Beach Corp • Communications equipment, nec
This SIXTH AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 12, 2017, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually, “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually, “Borrower,” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”, individually, a “US Guarantor,” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually, a “UK Guarantor,” and individually and collectively,
FIRST AMENDMENT TO THIRD LIEN CONTINUING GUARANTYContinuing Guaranty • November 4th, 2016 • Turtle Beach Corp • Communications equipment, nec • New York
This FIRST AMENDMENT TO THIRD LIEN CONTINUING GUARANTY (this “AMENDMENT”) is dated as of October 31, 2016, and is entered into by and among VTB HOLDINGS, INC., a Delaware corporation (“VTB HOLDINGS”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“VTB;” collectively, with VTB Holdings, jointly and severally, the “GUARANTORS” and each a “GUARANTOR”) and SG VTB HOLDINGS, LLC (the “LENDER”).
THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • March 20th, 2015 • Turtle Beach Corp • Communications equipment, nec
This THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 16, 2015, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parametric”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parametric, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and individually and collectively, “Borrowers”), PSC LICENSING CORP., a California corporation (“PSC”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”; and together with PSC, individually a “US Guarantor” and individually and collectively, jointly and severally, “US Guarantors”; and together with US
SYZYGY LICENSING LLC – PARAMETRIC SOUND CORPORATION ASSIGNMENT AGREEMENTAssignment Agreement • January 3rd, 2012 • Parametric Sound Corp • Communications equipment, nec • Nevada
THIS ASSIGNMENT AGREEMENT (“Agreement”) is made as of the day and year last written below (the “Effective Date”) by and between Syzygy Licensing, LLC, a Nevada limited liability company having an address of 8617 Canyon View Drive, Las Vegas, Nevada 89117 (“Assignor”), and Parametric Sound Corporation, a Nevada corporation having a business address of 1941 Ramrod Avenue, Suite 100, Henderson, Nevada 89014 (“Assignee”). Assignor and Assignee are sometimes collectively referred to herein as “the Parties.”
TENTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • June 23rd, 2016 • Turtle Beach Corp • Communications equipment, nec
This TENTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of June 17, 2016, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parametric”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parametric, individually, “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually, “Borrower,” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB” or “US Guarantor”; and together with US Borrowers, individually, a “UK Guarantor,” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantor, individually,
THIRD AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • February 1st, 2016 • Turtle Beach Corp • Communications equipment, nec
This THIRD AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 1, 2016, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parametric”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parametric, individually, “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually, “Borrower,” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”, individually, a “US Guarantor,” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually, a “UK Guarantor,” and individually and co
ASSIGNMENT AND ASSUMPTION OF LEASEParametric Sound Corp • October 1st, 2010 • Communications equipment, nec
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Syzygy Licensing LLC, a Nevada limited liability company (“Syzygy”), does hereby assign, grant, bargain, sell, convey and transfer to Parametric Sound Corporation, a Nevada corporation (“Parametric”), all of Syzygy’s right, title and interest as lessee in and to that certain lease dated as of July 1, 2010 by and between Davric Corporation, as lessor, and Syzygy, as lessee, together with all amendments thereto (the “Lease”) respecting those certain premises commonly known as 1941 Ramrod #100, Henderson, Nevada 89014, and Parametric does hereby agree to assume and make all payments which become due from, and to perform all covenants and conditions which are to be performed by, Syzygy pursuant to the Lease from and after the date hereof.
FIFTH AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 4th, 2016 • Turtle Beach Corp • Communications equipment, nec
This FIFTH AMENDMENT TO TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is dated as of October 31, 2016, and is entered into by and among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually, “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually, “Borrower,” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”, individually, a “US Guarantor,” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually, a “UK Guarantor,” and individually and collective
SECOND AMENDMENT AND JOINDER TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • June 6th, 2019 • Turtle Beach Corp • Communications equipment, nec • California
THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of March 5, 2018, among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”), TBC HOLDING COMPANY LLC, a Delaware limited liability company (“TBC Holding”); and together with Parent and Voyetra, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB” or “US Guarantor”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Gua
SUBORDINATION AGREEMENTSubordination Agreement • November 20th, 2015 • Turtle Beach Corp • Communications equipment, nec • New York
SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 16, 2015, among (a) BANK OF AMERICA, N.A., in its capacity as agent (in such capacity, the “ABL Agent”) for the ABL Secured Parties referred to below, (b) CRYSTAL FINANCIAL LLC, in its capacity as agent (in such capacity, the “Term Agent”; and, together with the ABL Agent, collectively, the “Senior Agents,” and, individually, a “Senior Agent”) for the Term Loan Secured Parties referred to below, (c) SG VTB HOLDINGS, LLC (in its capacity as the holder of the Subordinated Debt (as defined below), together with any successors and/or assigns, the “Junior Creditor”), and (d) (i) TURTLE BEACH CORPORATION, a Nevada corporation (the “Parent”), (ii) VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually, a “US Borrower,” and individually and collectively, jointly and severally, the “US Borrowers”), (iii) TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in Engl
